<PAGE>
As Filed with the Securities and Exchange Commission on September __, 1995
Registration No. 33-__________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON. D.C. 20549
--------------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------
MICROSEMI CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 95-2110371
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
2830 South Fairview Street, Santa Ana, California 92704, Tel: (714) 979-8220
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
-------------------------
David R. Sonksen,
Vice President--Finance, Chief Financial Officer, Secretary and Treasurer,
Microsemi Corporation, 2830 South Fairview Street, Santa Ana, California 92704
Tel: (714) 979-8220
(Name, address, including zip code, and 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
Approximate date of commencement of proposed sale to public: At any time
after the effective date of this registration statement.
If the only securities being registered on this Form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box.[ ]
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 (the "Securities Act"), other than securities offered only in connection
with dividend or interest reinvestment plans, check the following box.[x]
If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration statement number of the earlier effective
registration statement for the same offering.[ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c) 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,
please check the following box.[ ]
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------
Proposed
maximum Proposed maximum Amount of
Title of class of securities Amount to be offering price aggregate registration
to be registered registered/(1)/ per share /(2)/ offering price /(2)/ fee
------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value $.20 2,566,666 shares $13.25 $34,008,324 $11,727.01
------------------------------------------------------------------------------------------------------------
</TABLE>
/(1)/ Includes such indeterminate number of additional shares of Common Stock
that may become issuable pursuant to the conversion anti-dilution
provisions of the Subordinated Convertible Notes Due June 26, 1999 (the
"Notes").
/(2)/ The offering price cannot be determined at the time of filing this
registration statement and the maximum offering price is estimated solely
for the purpose of calculating the amount of the registration fee payable
to the Securities and Exchange Commission (the "Commission"), as
determined in accordance with Rule 457(g) and Rule 457(c), on the basis of
the average of the high and low prices as reported by the Nasdaq Stock
Market National Market System for the Common Stock on September 7, 1995,
which was $13.25 per share.
--------------------
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 the registration statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
<PAGE>
CROSS REFERENCE SHEET
Pursuant to Item 501(b) of Regulation S-K
<TABLE>
<CAPTION>
Forms S-3 Item Number and Caption Prospectus Location or Caption
------------------------------------------------- ---------------------------------------------------
<S> <C>
1. Forepart of the Registration Statement and Facing Page; Cross Reference Sheet; Outside Front
Outside Front Cover Page of Prospectus Cover Page of Prospectus
2. Inside of Front and Outside Back Cover Inside Front Page of Prospectus; Outside Back
Pages of Prospectus Cover Page of Prospectus; Additional Information
3. Summary Information, Risk Factors and The Company; Risk Factors
Ratio of Earnings to Fixed Charges
4. Use of Proceeds Use of Proceeds
5. Determination of Offering Price Not applicable
6. Dilution Not applicable
7. Selling Security Holders Selling Stockholders
8. Plan of Distribution Outside Front Cover Page of Prospectus; Plan of
Distribution
9. Description of Securities to Be Registered Description of Capital Stock
10. Interests of Named Experts and Counsel Legal Matters
11. Material Changes Not Applicable
12. Incorporation of Certain Information by Incorporation of Certain Documents by Reference
Reference
13. Disclosure of Commission Position on Not Applicable
Indemnification for Securities Act Liabilities
</TABLE>
<PAGE>
Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement becomes
effective. This prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of these securities
in any State in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such State.
PROSPECTUS SUBJECT TO COMPLETION
MICROSEMI CORPORATION
2,566,666 Shares of Common Stock,
par value $.20 per share
----------------------------------
This Prospectus relates to the offer and sale of shares of Common Stock,
par value $.20 per share ("Common Stock"), of Microsemi Corporation (the
"Company" or "Microsemi"), which may be offered hereby from time to time
1,500,000 shares of Common Stock are being offered by the Company and an
additional 1,066,666 are being offered by the selling stockholders named herein
(the "Selling Stockholders") for their own benefit. The Selling Stockholders
hold Subordinated Convertible Notes Due June 26, 1999 (each one individually the
"Note" or collectively the "Notes") issued by the Company in the aggregate
original principal amount of $2 million pursuant to a Subordinated Convertible
Note Purchase Agreement dated June 26, 1992 (the "Note Purchase Agreement").
From time to time each Selling Stockholder may convert all or a portion of the
Selling Stockholder's respective Note into shares of Common Stock of the Company
at a conversion price of $1.875 per share. Information regarding the Selling
Stockholders is set forth in "Selling Stockholders" and Plan of Distribution.
The shares of Common Stock offered hereby may be offered for sale, from
time to time, by the Company or the Selling Stockholders, or by transferees or
successors of the Selling Stockholders, in private or negotiated transactions,
in open market transactions on the National Association of Securities Dealers
Automated Quotation National Market System (the "NASDAQ NMS") or on one or more
exchanges, or otherwise, or a combination of these methods, at prices and terms
then obtainable, at fixed prices, at prices then prevailing at the time of sale,
at prices related to such prevailing prices, or at negotiated prices, or
otherwise. The shares of Common Stock offered hereby may be sold by one or more
of the following: (a) a block trade in which the broker or dealer so engaged
will attempt to sell the shares of Common Stock as agent, but may position and
resell a portion of the block as principal to facilitate the transaction; (b)
purchases by a broker or dealer as principal and resale by such broker or dealer
for its account pursuant to this Prospectus; (c) ordinary brokerage transactions
and (d) transactions in which the broker solicits purchasers. Concurrently with
sales under this Prospectus, the Company may effect other sales of Common Stock
or securities in private or exempt transactions and Selling Stockholders may
effect other sales of Common Stock or Notes under Rule 144 or in private or
exempt resale transactions. In effecting sales, brokers or dealers engaged by
the respective seller may arrange for other brokers or dealers to participate.
In effecting sales, brokers or dealers engaged by the Selling Stockholders may
arrange for other brokers or dealers to participate. Any broker executing
selling orders on behalf of the Selling Stockholders may be deemed to be an
"underwriter" within the meaning of the Securities Act of 1933, as amended (the
"Securities Act"), in which event commissions received by such broker may be
deemed to be underwriting commissions under the Securities Act. All expenses of
registration incurred in connection with this offering are being borne by the
Company, other than any attributable underwriting discount or brokerage
commissions, Securities and Exchange Commission or "Blue Sky" filing or similar
fees, securities transfer taxes, if applicable, and the Selling Stockholder's
own legal expenses, which will be paid by the Selling Stockholders. The total of
the expenses of issuance and distribution to be borne by the Company, other than
underwriting fees, brokerage commissions, concessions and discounts, is
estimated to be $147,829 and the total of those expenses of issuance and
distribution, other than underwriting fees, brokerage commissions, concessions
or discounts, to be borne by the Selling Stockholders is estimated to be $5,568.
SEE "RISK FACTORS," COMMENCING ON PAGE 3, FOR A DISCUSSION OF CERTAIN
FACTORS THAT SHOULD BE CONSIDERED BY PROSPECTIVE INVESTORS.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The Common Stock of the Company is registered pursuant to Section 12(g) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and is listed
on the NASDAQ NMS under the symbol "MSCC." On August 29, 1995, the last
reported sale price of the Company's Common Stock on the NASDAQ NMS was $12 1/8.
---------------------
The date of this Prospectus is September __, 1995.
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934 (the "Exchange Act") and in accordance therewith files
reports, proxy statements and other information with the Securities and Exchange
Commission (the "Commission"). Such reports, proxy statements and other
information filed by the Company can be inspected and copied at the public
reference facilities maintained by the Commission at Judiciary Plaza, 450 Fifth
Street, N.W., Washington, D.C. 20549, and at the Commission's regional offices
at 500 West Madison Street, Chicago, Illinois 60606 and 7 World Trade Center,
New York, New York 10048. Copies of such material can also be obtained from the
Public Reference Section of the Commission at its principal office at Judiciary
Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549 at prescribed rates.
This Prospectus does not contain all of the information set forth in the
Registration Statement of which this Prospectus is a part and which the Company
has filed with the Commission. For further information with respect to the
Company and the securities offered hereby, reference is made to the Registration
Statement, including the exhibits filed as a part thereof, copies of which can
be inspected at, or obtained at prescribed rates from, the Public Reference
Section of the Commission at the address set forth above. Additional updating
information with respect to the Company may be provided in the future by means
of documents incorporated by reference herein or other appendices or supplements
to this Prospectus.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The documents listed below have been filed by the Company with the
Commission under the Exchange Act and are incorporated herein by reference:
a. The Company's Annual Report on Form 10-K for the fiscal year ended
October 2, 1994 including portions of the Company's definitive Proxy
Statement for the 1995 Annual Meeting of Stockholders incorporated
therein by reference;
b. The Company's Quarterly Reports on Form 10-Q for the quarterly periods
ended January 1, 1995, April 2, 1995, and July 2, 1995; and
c. The Company's Current Report on Form 8-K filed on or about August 28,
1995 reporting under Item 2 certain descriptions and updated pro forma
financial information through the Company's fiscal year ended October
2, 1994 regarding the disposition of the assets of Omni Technology
Corporation.
All documents filed by the Company pursuant to Section 13(a), 13(c), 14 and
15(d) of the Exchange Act subsequent to the date of this Prospectus and prior to
the filing of a post-effective amendment which indicates that all securities
offered have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference in this Prospectus and
to be part hereof from the date of filing such documents.
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Prospectus to the extent that a statement contained herein,
or in any other subsequently filed document that also is or is deemed to be
incorporated herein by reference, modifies or supersedes such statement. Any
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Prospectus.
The Company will provide, without charge, to each person, including any
beneficial owner, to whom this Prospectus is delivered, upon written or oral
request of such person, a copy of any and all of the information that has been
incorporated by reference herein (other than exhibits to the information that is
incorporated by reference unless such exhibits are specifically incorporated by
reference into the information this Prospectus incorporates). Such requests
should be directed to Microsemi Corporation, Attention: David R. Sonksen,
Secretary, 2830 South Fairview Street, Santa Ana, California 92704, telephone
number (714) 979-8220.
2
<PAGE>
THE COMPANY
The principal executive office of the Company is located at 2830 South
Fairview Street, Santa Ana, California 92704, and its telephone number is (714)
979-8220. Unless the context otherwise requires, references to the "Company" or
"Microsemi" herein include Microsemi Corporation and each of its operating
subsidiaries. The Company was incorporated in Delaware on September 27, 1960.
The Company is a multinational supplier of high reliability power
semiconductors, surface mount and custom diode assemblies for the electronics,
computer, telecommunications, defense/aerospace and medical markets. The
Company's semiconductor products include diodes, transistors and silicon
controlled rectifiers (SCRs) which can be used in virtually all electrical and
electronic circuits. Typical functions include solid state switching, signal
processing, voltage and power regulation, circuit protection and absorption of
electrical surges and transient voltage spikes. Technologies for these devices
range from the very mature mesa rectifier diodes still used in all power supply
applications to the newly designed micro-miniature transient absorbers which are
mounted within the cables used to connect computer and telecommunications
equipment.
The semiconductor products are used in all segments of the market for
electrical and electronic components with particular emphasis on the
technologically superior high reliability devices used in military, aerospace
and medical applications. Microsemi-brand parts are found in commercial and
military aircraft, human implantable medical devices, missile systems such as
Trident and Patriot and other U.S. and European launch vehicles and space craft.
Commercial and industrial applications include locomotives, electric welders,
computers, automobiles, telecommunication systems, outboard motors, toys, etc.
--virtually any place electricity is used.
The Company maintains engineering and manufacturing facilities in Santa
Ana, California; Scottsdale, Arizona; Broomfield, Colorado; and Watertown,
Massachusetts, with additional manufacturing capacity in Escondido, California;
Mooresville, North Carolina; Garland, Texas; Ennis, Ireland; Bombay, India and
Hong Kong.
RISK FACTORS
The following factors should be considered carefully in evaluating the
Company and its business before making an investment in the Common Stock offered
hereby, together with all of the other information set forth or incorporated by
reference in this Prospectus.
DECLINING DEFENSE PROCUREMENT SALES AND CHANGES IN DOD PROCUREMENT POLICY
A substantial portion of the Company's sales are to military and aerospace
markets which are subject to the business risk of changes in governmental
appropriations and national defense policies and priorities. These sales are
derived from direct and indirect U.S. Department of Defense ("DOD") business and
business with other U.S. government agencies. Since fiscal 1990, the Company
has experienced declining defense-related sales, resulting in contract award
delays and reduced military program funding. Furthermore, there have been
recent DOD announcements of major changes in defense procurement policy, which
included official notification, on August 22, 1994, of DOD acquisition reform to
utilize best commercial practices instead of mandatory use of military standard
parts. The final impact of these most recent changes in DOD procurement
practices is not known. Management believes that these trends could continue
and that the Company's growth could be dependent upon commercial, industrial,
medical, telecommunications and space business. The Company estimates that from
fiscal year 1990 to fiscal year 1994 military and aerospace related business has
declined from approximately 65% to 40% of total revenues. Although this decline
in military revenues has been offset by the increase in shipments to other
customers, no assurances can be made that the Company will be able to avoid a
significant adverse impact on future revenues, results of operations or cash
flows.
3
<PAGE>
CONTRACTS WITH PRIME U.S. GOVERNMENT CONTRACTORS
All of the Company's contracts with prime U.S. government contractors
contain customary provisions permitting termination at any time at the
convenience of the U.S. Government or the prime contractor upon payment to the
Company of costs incurred plus a reasonable profit. Certain contracts are also
subject to price renegotiation in accordance with U.S. Government procurement
provisions. Although the Company is not aware of any material U.S. government
contract involving the Company which has been terminated or renegotiated, no
assurances can be given that such an event will not occur in the future.
COMPETITION
The Company competes primarily in the high reliability power semiconductor
market. The Company has numerous competitors across all of its product lines.
In the defense market sector, the Company believes that it has a major share of
the market. In the commercial/industrial market sector, there are numerous
competitors, such as Motorola, Inc., General Instruments Corp., ITT Corp. and
National Semiconductor, who are significantly larger than the Company and have
greater resources. Competition in certain of its product lines is dependent on
price and performance. Competition in the high reliability area is dependent
less on price and more on product reliability and performance. The Company
believes that it competes effectively in all areas of business in which it is
engaged. There can be no assurance that the Company will not experience
increased competition in the future from these or other companies which may
adversely affect the Company's marketing of its products and services.
CHANGES IN TECHNOLOGY
The power semiconductor market is subject to technological change and
changes in industry standards. To remain competitive, the Company must continue
to devote resources to advance process technologies, to increase product
performance, to improve manufacturing yields and to improve the mix between the
Company's shipment of military and commercial product and between its high cost
and low cost product. There can be no assurance that the Company's competitors
will not develop new technologies that are substantially equivalent or superior
to the Company's technology.
PROPRIETARY RIGHTS
The Company generally does not have, nor does it generally intend to apply
for, patent protection on any aspect of its technology. The Company believes
that patents often provide only narrow protection and patents require public
disclosure of information which may otherwise be subject to trade secret
protection. The Company's reliance upon protection of some of its technology as
"trade secrets" will not necessarily protect the Company from the use by other
persons of its technology, or their use of technology that is similar or
superior to that which is embodied in the Company's trade secrets. There can be
no assurance that others will not be able to independently duplicate or exceed
the Company's technology in whole or in part. No assurances can be made that
the Company will be able to maintain the confidentiality of the Company's
technology, dissemination of which could have a material adverse effect on the
Company's business. In addition, litigation may be necessary to determine the
scope and validity of the Company's proprietary rights. In instances in which
the Company holds any patents on a product line, the patents are not known to
have any material current value, and, if the patents have any material future
value, also there can be no assurance that any patents held by the Company will
not be challenged, invalidated or circumvented, or that the rights granted
thereunder will provide competitive advantages to the Company.
4
<PAGE>
FOREIGN OPERATIONS
The Company conducts a portion of its operations outside the United States
and its business is subject to risks associated with many factors beyond its
control, such as fluctuations in foreign currency rates, instability of foreign
economies and governments, and changes in U.S. and foreign laws and policies
affecting trade and investment. The Company owns or leases manufacturing and
assembling facilities in Ennis, Ireland; Bombay, India and Hong Kong and is in
the process of establishing a joint venture in The People's Republic of China.
Although the Company has not experienced any materially adverse effects with
respect to its foreign operations arising from such factors, there can be no
assurance that such problems will not arise in the future. In addition, the
Company's competitive position relative to non-U.S. suppliers can be affected by
the exchange rate of the U.S. dollar against other currencies. The Company has
an insignificant amount of translation loss from foreign currency. $2,000 was
experienced in the first 39 weeks of fiscal 1995, less than the amount of $5,000
experienced in the comparable prior-year period. The prior experience provides
no indication or assurance that a foreign translation loss will not be
experienced in an amount that could be material to results of operations or cash
flows.
SALES TO FOREIGN CUSTOMERS
Sales to foreign customers represented approximately 17%, 12% and 8% of net
sales for the 1994, 1993 and 1992 fiscal years, respectively. Foreign sales may
be subject to political and economic risks, including political instability,
changes in import/export regulations, tariffs and freight rates and difficulties
in collecting receivables and enforcing contracts generally. Changes in current
tariff structures, exchange rates or other trade policies could adversely affect
the Company's sales to foreign customers or the collection of receivables
generated from such sales.
ENVIRONMENTAL REGULATION; ENVIRONMENTAL PROCEEDINGS
While the Company believes that it has all environmental permits necessary
to conduct its business and that its activities conform to present environmental
regulations, increased public attention has been focused on the environmental
impact of semiconductor operations. The Company in the conduct of its
manufacturing operations has handled and does handle materials that are
considered hazardous, toxic or volatile under federal, state and local laws,
and, therefore, are subject to regulations relating to their use, storage,
discharge and disposal. No assurances can be made that the risk of accidental
release of such materials can be completely eliminated. In addition, the
Company operates or owns facilities located on or near real property that was
formerly owned and operated by predecessors in interest of the property. There
can be no assurances made that these properties have never been used in ways
that involved such materials. In the event of a violation of environmental
laws, whether by the Company, a subsidiary of the Company, or respective
predecessors in interest, could be involved in a proceeding by a government or
private party, and held liable for damages and the costs of remediation. Along
with the rest of the semiconductor industry, the Company is subject to variable
interpretations and governmental priorities concerning environmental laws and
regulations. Environmental statutes have been interpreted to provide for joint
and several liability and strict liability regardless of actual fault. The
contaminants that may migrate from or within or through property may give rise
to claims against the property's owner to clean up other property where they
have migrated. There can be no assurance that the Company and its subsidiaries
will not be required to incur costs to comply with, or that the operations,
business, or financial condition of the Company will not be materially adversely
affected by, current or future environmental laws or regulations. There can be
no assurances that third parties will provide funds that will be available at
times when needed to pay costs imposed under all variable interpretations and
governmental priorities concerning environmental laws and regulations.
In Broomfield, Colorado, an owner of property located adjacent to a
manufacturing facility owned by a subsidiary of the Company filed suit against
the subsidiary and other parties, claiming that contaminants migrated to his
property, thereby diminishing its value. In August 1995, the subsidiary,
together with former owners of the manufacturing facility, settled the lawsuit
and agreed to indemnify the owner of the adjacent property from remediation
costs. Although TCE and other contaminants previously used at the manufacturing
facility are present in soil and groundwater on the subsidiary's property, the
Company intends to vigorously contest any assertions that the subsidiary was a
cause of this contamination and enforce any rights it may have of
indemnification or contribution from any third party who may be responsible.
State and local agencies in Colorado are reviewing current data and considering
study and cleanup options. It is not yet possible to predict a possible range
of the total costs that may be incurred in connection with the subsidiary's
property.
5
<PAGE>
MANUFACTURING RISKS
The Company's manufacturing processes are highly complex, require advanced
and costly equipment and are continuously being modified in an effort to improve
yields and product performance. Minute impurities or other difficulties in the
manufacturing process can lower yields. In addition, California and the Pacific
Rim are known to contain various earthquake faults. The Company's operations
could be materially adversely affected if production at any of its major
facilities were interrupted. There can be no assurance that the Company will
not experience manufacturing difficulties in the future.
CONCENTRATION OF SUPPLIERS
Although the Company generally uses materials and parts available from
multiple suppliers, the Company has only a limited number of suppliers for
certain basic materials used in the Company's products. The Company has not
experienced any substantial production delays from materials or parts shortages
in the past. The Company believes that alternate suppliers for these materials
and parts are available, but there can be no assurances that the Company will
not experience interruption of such supplies in the future.
ORDER BACKLOG
Lead times for the release of purchase orders depend upon the scheduling
practices of individual customers, and delivery times of new or non-standard
products can be affected by scheduling factors and other manufacturing
considerations. The rate of booking new orders can vary significantly from
month to month. For these reasons, and because of the possibility of customer
changes in delivery schedules or cancellations of orders or other factors, the
Company's backlog as of any particular date may not be representative of actual
sales for any succeeding period.
DEPENDENCE ON KEY PERSONNEL
The Company's future performance is significantly dependent on the
continued active participation of members of its current management. The
Company does not have written employment contracts with its employees. Should
one or more of the Company's key management employees leave or otherwise become
unavailable to the Company, the Company's business and results of operations may
be materially adversely affected.
POSSIBLE VOLATILITY OF STOCK PRICES
The market prices of securities issued by technology companies, including
the Company, have been volatile. The securities of many technology companies
have experienced extreme price and volume fluctuations, which have often been
not necessarily related to the companies' respective operating performances.
Quarter to quarter variations in operating results, changes in earnings
estimates by analysts, announcements of technological innovations or new
products, announcements of major contract awards, events involving other
companies in the industry and other events or factors may have a significant
impact on the market price of the Company's Common Stock.
PRODUCT LIABILITY
The Company's business exposes it to potential liability risks that are
inherent in the manufacturing and marketing of high-reliability electronic
components for critical applications. No assurances can be made that the
Company's product liability insurance coverage will be adequate or that present
coverage will continue to be available at acceptable costs, or that a product
liability claim would not adversely affect the business or financial condition
of the Company.
6
<PAGE>
CHANGE OF CONTROL PROVISIONS
The Company's Certificate of Incorporation, Bylaws, Shareholder Rights Plan
and certain employment compensation plans contain (or may in some instances be
amended or supplemented without stockholder approval to contain) provisions that
make it more difficult for a third party to acquire, or that discourage a third
party from attempting to acquire, control of the Company. In addition, as a
Delaware corporation, the Company is subject to the restrictions imposed under
Section 203 of the Delaware General Corporation Law which prevent the Company
from engaging in certain change of control transactions with certain of its
stockholders under certain circumstances.
USE OF PROCEEDS
The proceeds to the Company of shares of Common Stock that may be offered
on behalf of the Company hereunder may, without limitation, be used for future
acquisitions, improvement and expansion of present operations, repayment of
indebtedness, working capital or other general corporate purposes. The Company
has no current specific plan for the proceeds. It is not possible to predict
with any certainty the actual amounts and uses of proceeds to the Company. The
principal reason for the offering by the Company of any shares of Common Stock
is the utilization of a registration statement at low incremental cost relative
to the Company's cost to register only the shares of Selling Stockholders and
that management believes that Common Stock may represent a cost-effective means
of raising capital.
Although the Company receives no portion of the proceeds of any shares of
Common Stock sold by the Selling Stockholders, prior to sale of such Common
Stock, Selling Stockholders must convert all or a portion of their Notes into
Common Stock. The conversion price will be payable to the Company by the
cancellation, in whole or in part, of the original principal amount of the
respective Note. Prior to the sale of the Common Stock by the Selling
Stockholder, the Company shall have received the conversion price as to such
shares of Common Stock. Such cancellation of the Note in the amount of the
conversion price will reduce the Company's long-term debt related to the Notes.
SELLING STOCKHOLDERS
The Selling Stockholders purchased an aggregate of $2 million in original
principal amount of the Company's Subordinated Convertible Notes Due June 26,
1999 (collectively, the "Notes" and each individually, the "Note"). The
conversion price will be payable to the Company by the cancellation, in whole or
in part, of the principal amount of the respective Note. Prior to the sale of
the Common Stock by the Selling Stockholder, the Company shall have received the
conversion price as to such shares of Common Stock. Such cancellation of the
Note in the amount of the conversion price will reduce the Company's long-term
debt related to the Notes. Noteholders whose shares of Common Stock issuable
upon conversion of a Note are offered in this Prospectus are collectively called
the "Selling Stockholders," and each is individually called the "Selling
Stockholder." The following table sets forth the names of the Selling
Stockholders, the nature of their position, office, or other material
relationship with the Company within the past three years, if applicable, the
number of shares of Common Stock owned by such Selling Stockholders prior to the
offering, and the number of shares and (if one percent or more) the percentage
of the class to be owned by such Selling Stockholders after the offering.
<TABLE>
<CAPTION>
Shares
Shares Beneficially Owned
Beneficially Owned Shares After Offering/(1)/
Name Prior to Offering Offered/(1)/ Number Percent
---- ----------------- -------------- --------- -------
<S> <C> <C> <C> <C>
Froley, Revy Investment Co., Inc. 1,585,632/(2)/ 666,666 918,966 9.5%
Norman J. Wechsler 1,850,886/(3)/ 320,000 1,530,886 15.9%
Philip Frey, Jr. 985,571/(4)/ 80,000 905,571 10.0%
</TABLE>
----------------
7
<PAGE>
(1) Assumes that Selling Stockholders sell all shares issuable upon conversion
of the Notes beneficially owned by the Selling Stockholders. Percentages are
based upon the [7,693,981] shares of Common stock outstanding as of August
31, 1995 plus the amount owned beneficially at a recent practicable date
specified by the respective Selling Stockholder in writing. Aggregately the
Selling Stockholders own approximately $26 million of the $33 million in
original principal amount outstanding of the Company's 5% Convertible
Subordinated Debentures Due 2012 ("Debentures").
(2) Includes 918,966 shares issuable upon conversion of the $12,452,000
original principal amount of Debentures and 666,666 shares issuable upon
conversion of the $1,250,000 original principal amount of a Note
beneficially owned by this Selling Stockholder as of July 13, 1995.
(3) Includes 884, 207 shares issuable upon conversion of the $11,981,000
original principal amount of Debentures and 320,000 shares issuable upon
conversion of the $600,000 original principal amount of a Note beneficially
owned by this Selling Stockholder as of July 13, 1995. Includes securities
beneficially held either by Wechsler & Co., Inc. or Norman J. Wechsler.
(4) Includes 180,000 shares issuable under an employee stock option and
exercisable within 60 days, 104,132 shares issuable upon conversion of
$1,411,000 original principal amount of Debentures and 80,000 shares
issuable upon conversion of $150,000 of original principal amount of a Note
beneficially owned by this Selling Stockholder as of May 31, 1995.
Philip Frey, Jr. Philip Frey, Jr., Post Office Box 26890, Santa Ana,
California 92799-6890, is the Chairman of the Board, President and Chief
Executive Officer of the Company and holds the office of President of each
subsidiary of the Company, and holds other executive offices and directorships
with various subsidiaries of the Company. Mr. Frey owned beneficially 985,571
shares as of May 31, 1995, including the shares then issuable upon conversion of
his Debentures and Note and exercise of his employee option, which comprises
approximately [12.2%] of the Company's Common Stock that would have been
outstanding as of August 31, 1995, assuming conversion and exercise by this
Selling Stockholder.
Norman J. Wechsler Norman J. Wechsler is the Chairman of the Board, President
and principal shareholder of Wechsler & Co., Inc. (formerly Wechsler & Krumholz,
Inc.), 105 South Bedford Road, Suite 310, Mount Kisco, New York 10549, which is
a broker-dealer registered under Section 15 of the Securities Exchange Act of
1934 and has acted or acts as a market maker for the Company's Common Stock.
Wechsler & Co., Inc. owned beneficially 1,530,886 shares as of July 13, 1995,
including the shares then issuable upon conversion of its Debentures and Note.
Attributing the shares beneficially owned by Wechsler & Co., Inc. to Norman J.
Wechsler, Mr. Wechsler beneficially owned an aggregate of 1,850,886 shares as of
July 13, 1995, including the shares then issuable upon conversion of its and his
Debentures and Note, which comprises approximately [20.8%] of the Company's
Common Stock that would have been outstanding as of August 31, 1995, assuming
conversion by this Selling Stockholder and Wechsler & Co., Inc.
Froley, Revy Investment Co., Inc. Froley, Revy Investment Co., Inc., 10900
Wilshire Boulevard, Suite 1050, Los Angeles, California 90024-6594, owned
beneficially 1,585,632 shares as of July 13, 1995, including the shares then
issuable upon conversion of its Debentures and Note, which comprises
approximately [17.1%] of the Company's Common Stock that would have been
outstanding as of August 31, 1995, assuming conversion by this Selling
Stockholder.
The Terms of the Notes.
The Notes were issued pursuant to the Subordinated Convertible Note Purchase
Agreement dated June 26, 1992 (the "Note Purchase Agreement") among the Company
and Norman Wechsler, Philip Frey, Jr., and Froley, Revy Investment Co. Account:
First Interstate Bank of Oregon, as Agent for Oregon Equity Fund. The Notes
bear interest at the rate of ten percent (10%) per annum. The principal amount
of the Notes is convertible from time to time, in whole or in part, at the
election of the Noteholder into the Company's Common Stock at the rate, subject
to anti-dilution adjustments, of $1.875 per share, which was at least 100% of
the market price of the Common Stock on the date that the Note Purchase
Agreement was authorized by the Board of Directors. Pursuant to the Note
Purchase Agreement, at any time after June 26, 1994 the Noteholders may demand a
registration with the Securities and Exchange Commission (the "Commission") of
some or all of their shares of Common Stock issuable upon conversion of their
Notes. The demand must be made by holders of not less than one-half of the
shares issued or issuable under the Notes. The shares offered by the Selling
Stockholders in this Prospectus are being registered
8
<PAGE>
pursuant to such a demand. In addition the Noteholders are entitled to include
their shares in certain registration statements that may be filed by the Company
in the future covering shares of Common Stock. The Company's remaining
obligation to register any Noteholder's shares will cease after any of the
Noteholder's shares of Common Stock have been included in any three effective
registration statements. The Company is to bear the cost of each such
registration, except that the Selling Stockholder's are to bear the following
expenses ratably applicable to each Selling Stockholder's Common Stock: any
underwriting discount or brokerage commissions; the Commission's or any "blue
sky" filing or similar fees; securities transfer taxes, if applicable; and the
Selling Stockholder's own legal expenses. The Company is to use reasonable
efforts to cause such registration statement to become effective and to remain
effective for a period of at least ninety days. In the event that the Company
in good faith believes that registration under the Securities Act of 1933 (the
"Securities Act") is not required in order for a Noteholder to sell shares that
are the subject of a Noteholder's request for registration, the Company shall
within ten days after receiving a request to register the shares proceed
diligently to obtain a "no action letter" from the Commission or an opinion of
counsel to such effect; provided however that if such "no action letter" or
opinion of counsel reasonably satisfactory in form and substance to the
Noteholders and their counsel is not obtained and submitted to the Noteholders
within thirty days after the Noteholders delivered their request for
registration, the Company shall diligently proceed to comply with the request
for registration. The Company has agreed to indemnify Noteholders whose shares
are registered pursuant to the Note Purchase Agreement, each broker or other
person who may be deemed an underwriter for the Noteholders, and each person who
controls the Noteholders or such underwriters within the meaning of Section 15
of the Securities Act, from and against any and all losses, claims, damages, and
liabilities to which such persons may be subject as a result of any actually or
allegedly untrue statement or omission of material fact in any prospectus or
registration statement relating to such registrations, except insofar as such
information has been included therein in reliance upon and in conformity with
written information provided to the Company for inclusion therein by or on
behalf of such Noteholders. The Noteholders whose shares are so registered,
severally and not jointly, have agreed to indemnify the Company, and each person
who controls the Company within the meaning of Section 15 of the Securities Act,
from and against any and all losses, claims, damages, and liabilities to which
such person may be subject as a result of any actually or allegedly untrue
statement or omission of material fact in any prospectus or registration
statement relating to such registrations insofar as such information has been
included therein in reliance upon and in conformity with written information
provided for inclusion therein by such Noteholder or on such Noteholder's
behalf.
PLAN OF DISTRIBUTION
Any of the shares of Common Stock offered hereby may be offered for sale,
from time to time, on the National Association of Securities Dealers Automated
Quotation System's National Market System (the "NASDAQ NMS") or on one or more
exchanges, or otherwise, or a combination of these methods, at prices and on
terms then obtainable, at fixed prices, at prices then prevailing at the time of
sale, at prices related to such prevailing prices, or in negotiated transactions
at negotiated prices, or otherwise. The shares of Common Stock offered hereby
may be sold by one or more of the following: (a) a block trade in which the
broker or dealer so engaged will attempt to sell the shares of Common Stock as
agent, but may position and resell a portion of the block as principal to
facilitate the transaction; (b) purchases by a broker or dealer as principal and
resale by such broker or dealer for its account pursuant to this Prospectus; (c)
ordinary brokerage transactions and (d) transactions in which the broker
solicits purchasers. Concurrently with sales under this Prospectus, the Company
may effect other sales of Common Stock or securities in private or exempt
transactions and Selling Stockholders may effect other sales of Common Stock or
Notes under Rule 144 or in private or exempt resale transactions. In effecting
sales, brokers or dealers engaged by the respective seller may arrange for other
brokers or dealers to participate. All brokers' commissions, concessions or
discounts will be paid by the respective seller. Any broker executing selling
orders may be deemed to be an "underwriter" within the meaning of the Securities
Act of 1933, as amended (the "Securities Act"), in which event commissions
received by such broker may be deemed to be underwriting commissions under the
Securities Act.
From time to time during the effectiveness of the Registration Statement of
which this prospectus is a part, the Company and one or more of the Selling
Stockholders may purchase securities of the Company in transactions effected in
accordance with Rule 10b-18 under the Exchange Act or as otherwise may be
legally permitted.
9
<PAGE>
DESCRIPTION OF CAPITAL STOCK
The Company is authorized to issue 20,000,000 shares of Common Stock, $.20
par value ("Common Stock"), of which [7,693,981] shares were issued and
outstanding at August 31, 1995, and 1,000,000 shares of Preferred Stock, $1.00
par value ("Preferred Stock"), of which none was issued and outstanding at
August 31, 1995.
COMMON STOCK
Each stockholder is entitled to one vote for each share of Common Stock
held of record on all matters to be voted on by stockholders, and stockholders
are not entitled to cumulate votes for the election of directors. Stockholders
have no preemptive rights or other subscription rights. There are no conversion
rights or redemption rights with respect to shares of Common Stock. All
outstanding shares of Common Stock are, and those offered hereby will be, when
issued, validly issued, fully paid and nonassessable. Holders of Common Stock
are entitled to such dividends as may be declared by the Board of Directors out
of funds legally available therefor. On liquidation, dissolution or winding up
of the Company, the holders of Common Stock are entitled to receive pro rata the
net assets of the Company remaining after the payment of debts, expenses and the
liquidation preference of any outstanding shares of Preferred Stock. The Common
Stock is quoted on the NASDAQ NMS under the symbol "MSCC."
PREFERRED STOCK
The Company's Board of Directors, pursuant to the Certificate of
Incorporation as amended, is authorized to issue the Preferred Stock in one or
more series and to fix the voting rights, liquidation preferences, dividend
rights, conversion rights, redemption rights and terms, including sinking fund
provisions, and certain other rights and preferences of the Preferred Stock.
The Board of Directors, without stockholder approval, can therefore, issue
Preferred Stock with voting, conversion and other rights which could adversely
affect the voting power and other rights of, and amounts payable with respect
to, the Common Stock. This may be deemed to have a potential anti-takeover
effect because the issuance of Preferred Stock in accordance with such provision
may delay, defer or prevent a change of control of the Company and could
adversely affect the price of the Company's Common Stock. In connection with
the Company's Shareholder Rights Plan, the Board of Directors designated rights,
preferences and privileges of a series of Preferred Stock with the purpose of
preventing hostile takeovers of the Company that are unfair to the holders of
Common Stock." See "Description of Capital Stock--Shareholder Rights Plan."
SHAREHOLDER RIGHTS PLAN
On May 20, 1988, the Board of Directors of the Company authorized a
Shareholder Rights Plan. The provisions of a Shareholder Rights Plan may have
the effect of delaying, deferring or preventing a change in control of the
Company without action by the stockholders. The purpose of the Shareholder
Rights Plan is to prevent hostile takeovers that are on terms or are subject to
conditions, such as offers of less than fair value or offers for less than all
of the Common Stock, that may be unfair to the holders of Common Stock.
DELAWARE LAW
The Company is subject to the provisions of Section 203 of the Delaware
General Corporation Law, and any future anti-takeover law. In general, Section
203 prohibits a publicly held Delaware corporation from engaging in a "business
combination" with an "interested stockholder" for a period of three years after
the date of the transaction in which the person became an interested
stockholder, unless either (i) prior to the date at which the person becomes an
interested stockholder, the Board of Directors approves such transaction or
business combination, (ii) the stockholder acquires more than 85% of the
outstanding voting stock of the corporation (excluding shares held by directors
who are officers or held in certain employee stock plans) upon consummation of
such transaction, or (iii) the business combination is approved by the Board of
Directors and by two-thirds of the outstanding voting stock of the corporation
(excluding shares held by the interested stockholder) at a meeting of
stockholders (and not by written consent). A "business combination" includes a
merger, asset sale or other transaction resulting in a financial benefit to such
interested stockholder. For purposes of Section 203, "interested stockholder"
is a person
10
<PAGE>
who, together with affiliates and associates, owns (or within three years prior,
did own) 15% or more of the corporation's voting stock.
REGISTRATION RIGHTS
Pursuant to the Note Purchase Agreement, and subject to the terms and
conditions contained therein, the Company has granted registration rights to
each Noteholder with respect to the aggregate 1,066,666 shares of Common Stock
issuable upon conversion of the Notes. See "Selling Stockholders." The
Noteholders have the right in the event of a future registration by the Company
of its capital stock to include their shares in such registration under certain
conditions. The Company will pay all expenses associated with this registration
and such future registrations, if any, other than underwriting discounts and
sales commissions, and registration and "blue sky" filing fees attributable to
the shares sold by Selling Stockholders and fees and costs of attorneys engaged
by the Selling Stockholders.
TRANSFER AGENT AND REGISTRAR
The transfer agent and registrar for the Company's Common Stock is First
Interstate Bank of California, Corporate Trust Department, Box 3667 Terminal
Annex, Los Angeles, California 94120, Attention: Stock Transfer Administration.
LEGAL MATTERS
The validity of the shares of Common Stock offered hereby will be passed
upon for the Company by Stradling, Yocca, Carlson & Rauth, a Professional
Corporation, Newport Beach, California. All attorneys who are members of,
employed by or of counsel with Stradling, Yocca, Carlson & Rauth, participating
in such matter on behalf of such firm beneficially owned as of July 1, 1995 an
aggregate of 3,000 shares of Common Stock of the Company and $23,000 in original
principal amount of the Company's 5% Convertible Subordinated Debentures Due
2012.
EXPERTS
The consolidated financial statements incorporated in this Prospectus by
reference to the Annual Report on Form 10-K of Microsemi Corporation for the
fiscal year ended October 2, 1994 have been so incorporated in reliance on the
report of Price Waterhouse LLP, independent accountants, given on the authority
of said firm as experts in accounting and auditing.
11
<PAGE>
===========================================================================
TABLE OF CONTENTS
-----------------
<TABLE>
<CAPTION>
PAGE
<S> <C>
Available Information 2
Incorporation of Certain Documents by Reference 2
The Company 3
Risk Factors 3
Selling Stockholders 7
Plan of Distribution 9
Description of Capital Stock 9
Legal Matters 11
Experts 11
</TABLE>
No dealer, salesperson or any other person has been authorized to give any
information or to make any representations other than those contained in this
Prospectus and, if given or made, such information or representations must not
be relied upon as having been authorized by the Company. This Prospectus does
not constitute an offer to sell or a solicitation of an offer to buy to any
person in any jurisdiction in which such offer or solicitation would be unlawful
or to any person to whom it is unlawful. Neither the delivery of this
Prospectus nor any offer or sale made hereunder shall, under any circumstances,
create any implication that there has been no change in the affairs of the
Company or that information contained herein is correct as of any time
subsequent to the date hereof.
=============================================================================
=============================================================================
2,566,666 SHARES
MICROSEMI CORPORATION
COMMON STOCK
------------------
PROSPECTUS
------------------
SEPTEMBER __, 1995
=============================================================================
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 14. Other Expenses of Issuance and Distribution.
The following sets forth the costs and expenses, all of which, excluding
Securities and Exchange Commission or "Blue Sky" filing or similar fees
attributable to the Selling Stockholders, shall be borne by the registrant, in
connection with the offering of the shares of Common Stock pursuant to this
Registration Statement:
<TABLE>
<CAPTION>
<S> <C>
Securities and Exchange Commission Fees.. $10,897
"Blue Sky" Fees.......................... $ 2,500*
NASDAQ NMS Fees.......................... $ 0*
Accounting Fees and Expenses............. $35,000*
Legal Fees and Expenses.................. $75,000*
Printing Fees............................ $ 5,000*
Miscellaneous Expenses................... $25,000*
Total............................... $153,397
</TABLE>
* Estimated
Item 15. 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.
(c) The registrant has agreed to indemnify the Selling Stockholders and any
brokers or other persons deemed to be their underwriters, and any persons deemed
to control the Selling Stockholders or such underwriters within the meaning of
Section 15 of the Securities Act, from liabilities arising in connection with
this Registration Statement, excluding liabilities based upon false or
misleading information included in this Registration Statement provided in
writing to the registrant by the Selling Stockholders specifically for inclusion
herein.
II-1
<PAGE>
Item 16. Exhibits.
5.1 Opinion of Stradling, Yocca, Carlson & Rauth, a Professional
Corporation.
23.1 Consent of Stradling, Yocca, Carlson & Rauth, a Professional
Corporation (included in Exhibit 5.1).
23.2 Consent of Price Waterhouse LLP
24.1 Power of Attorney (included in the signature pages to the Registration
Statement -- see page II-5).
Item 17. 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 of 1933;
(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; 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 by the registrant
pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 that
are incorporated by reference is the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, 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 of 1933, each filing of
the registrant's annual report pursuant to Section 13(a) or Section 15(d)
of the Securities Exchange Act of 1934 (and, where applicable, each filing
of an employee benefit plan's annual report pursuant to Section 15(d) of
the Securities Exchange Act of 1934) 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.
(d) If the securities to be registered are to be offered at competitive
bidding:
The undersigned registrant hereby undertakes (1) to use its best
efforts to distribute prior to the opening of bids, to prospective bidders,
underwriters, and dealers, a reasonable number of copies of a prospectus
which at that time meets the requirements of Section 10(a) of the Act, and
relating to the securities offered at competitive bidding, as contained in
the registration statement, together with any supplements thereto, and (2)
to file an amendment to the registration statement reflecting the results
of bidding, the term of the reoffering and related matters to the extent
required by the applicable form, not
II-2
<PAGE>
later than the first use, authorized by the issuer after the opening of
bids, of a prospectus relating to the securities offered at competitive
bidding, unless no further public offering of such securities by the issuer
and no reoffering of such securities by the purchasers is proposed to be
made.
(h) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 (the "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
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.
(i) The undersigned registrant hereby undertakes that:
(1) For purposes 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
a 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 part of this
registration statement as of the time it was declared effective.
(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, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 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
September, 1995.
MICROSEMI CORPORATION
(Registrant)
By: /s/DAVID R. SONKSEN
-------------------------------------
David R. Sonksen
Vice President--Finance,
Chief Financial Officer, Secretary and
Treasurer
II-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.
POWER OF ATTORNEY
Each of the undersigned officers and directors of Microsemi Corporation,
does hereby constitute and appoint Philip Frey, Jr. and David R. Sonksen, and
either of them separately, the undersigned's true and lawful attorney-in-fact
and agent, each with full power of substitution and delegation, for and in the
undersigned's name, place and stead, in any and all capacities, to sign the
Registration Statement with which this Power of Attorney is filed and any and
all amendments to said Registration Statement, and to file the same, exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission and others, granting unto said attorneys-in-fact and agents,
and each of them separately, full power and authority to do and perform each and
every such act and thing as deemed by the attorney-in-fact or agent necessary or
proper to be done in and about the premises, as fully to all intents and
purposes as the undersigned might or could do if personally present, hereby
ratifying and confirming all that each of said attorneys-in-fact and agents, or
his substitutes or delegates, may lawfully do or cause to be done by virtue
hereof.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
Chairman of the Board, President August 31, 1995
------------------------------------- and Chief Executive Officer
Philip Frey, Jr. (Principal Executive Officer)
Vice President--Finance, Chief August 31, 1995
------------------------------------- Financial Officer, Secretary and
David R. Sonksen Treasurer (Principal Financial
Officer and Principal Accounting
Officer)
Vice President, Engineering and August 31, 1995
------------------------------------- Director
Jiri ("George") Sandera
Director August 31, 1995
-------------------------------------
Brad Davidson
Director August 31, 1995
-------------------------------------
Robert B. Phinizy
Director August 31, 1995
-------------------------------------
Joseph M. Scheer
Director August 31, 1995
-------------------------------------
Martin H. Jurick
</TABLE>
II-5
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Sequential
Number Description Page Number
------ ----------- -----------
<C> <S> <C>
5.1 Opinion of Stradling, Yocca, Carlson & Rauth, a Professional
Corporation.
23.1 Consent of Stradling, Yocca, Carlson & Rauth, a Professional
Corporation (included in Exhibit 5.1).
23.2 Consent of Price Waterhouse LLP
24.1 Power of Attorney (included in the signature pages to the
Registration Statement -- see page II-5)
</TABLE>
<PAGE>
EXHIBIT 5.1
[LETTERHEAD OF STRADLING, YOCCA, CARLSON & RAUTH]
September 6, 1995
Microsemi Corporation
2830 South Fairview Street
Santa Ana, CA 92704
Re: Registration Statement on Form S-3: Registration No.___________;
Microsemi Corporation Common Stock, par value $.20 per share
Ladies and Gentlemen:
At your request, we have examined the Registration Statement on Form S-3,
Registration No. ___________ (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 up to 2,566,666 shares, subject to anti-dilution adjustments, of the
Company's Common Stock, par value of $.20 per share (the "Common Stock").
1,500,000 of such shares are authorized and previously unissued shares that
would be issued and sold for the account of the Company, and 1,066,666 of such
shares of Common Stock, subject to anti-dilution adjustments, are issuable to
the Selling Stockholders upon conversion of the Notes and would be issued and
sold for the account of the Selling Stockholders. 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.
<PAGE>
Microsemi Corporation
September 6, 1995
Page 2
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 surrender of the Notes and conversion in the
manner provided therein, the Common Stock will be validly issued, fully paid and
nonassessable.
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 and to the reference to our firm contained under the caption "Legal
Matters" in the prospectus which is a part of the Registration Statement.
Very truly yours,
STRADLING, YOCCA, CARLSON & RAUTH
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Prospectus
constituting part of this Registration Statement on Form S-3 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. We also consent to the
reference to us under the heading "Experts" in such Prospectus.
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PRICE WATERHOUSE LLP
Costa Mesa, California
September 6, 1995
