<PAGE>
As filed with the Securities and Exchange Commission on March 27, 1997
Registration No. 033-__________
- --------------------------------------------------------------------------------
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 747,940 Shares $12.375 $9,255,757.50 $3,191.64
---------------------------------------------------------------------------------------------------------------------------------
</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 747,940 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 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 (12-5/8) and low (12-1/8) prices of
the Common Stock of the Registrant reported on the NASDAQ National Market
System on March 20, 1997.
<PAGE>
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The registrant hereby incorporates the following in this Registration
Statement (herein called the "Registration Statement") by this reference:
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, 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 contents of the registration statement of the Registrant on Form S-8
filed with the Commission on October 13, 1995, Registration No. 033-63395,
relating to 252,060 shares of Common Stock registered to be offered pursuant to
the Plan are incorporated herein by reference.
On February 24, 1994, the Registrant's stockholders approved amendments
of the Plan that provide for annual increases in the number of shares of Common
Stock available to be offered and sold pursuant to the Plan. The shares of
Common Stock registered hereby comprise 158,160 and 155,780 shares that became
available at September 30, 1996 and November 1, 1995, respectively, plus 434,000
shares representing the approximate amount of additional shares estimated to be
the maximum to become available under this provision of the Plan prior to the
Plan's scheduled termination on December 15, 2000.
Item 8. Exhibits.
The following exhibits are filed as part of this Registration Statement:
<TABLE>
<CAPTION>
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 5.1)
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 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 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 21st day of
March, 1997.
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, March 21, 1997
- -------------------------------- Chief Executive Officer
Philip Frey, Jr. and President
/s/ DAVID R. SONKSEN Vice President - Finance, March 21, 1997
- -------------------------------- Chief Financial Officer,
David R. Sonksen (Chief Accounting Officer)
/s/ JIRI SANDERA* Treasurer and Secretary March 21, 1997
- -------------------------------- Vice President, Engineering
Jiri Sandera, Ph.D. and Director
/s/ BRAD DAVIDSON* Director March 21, 1997
- --------------------------------
Brad Davidson
/s/ ROBERT B. PHINIZY* Director March 21, 1997
- --------------------------------
Robert B. Phinizy
/s/ JOSEPH M. SCHEER* Director March 21, 1997
- --------------------------------
Joseph M. Scheer
/s/ MARTIN H. JURICK* Director March 21, 1997
- --------------------------------
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]
March 21, 1997
Microsemi Corporation
2830 South Fairview Street
Santa Ana, CA 92704
Re: Registration Statement on Form S-8: Registration No. 033-_____;
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. 033-______ (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 747,940 additional shares, subject to anti-dilution adjustments, of
the Company's Common Stock, par value of $.20 per share (the "Company Stock").
Said shares of Common Stock are to be issued under the 1987 Microsemi
Corporation Stock Plan, as amended. 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, delivery 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.
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 November 21, 1996 appearing on
page 14 of Microsemi Corporation's Annual Report on Form 10-K for the year ended
September 29, 1996.
/s/ PRICE WATERHOUSE LLP
- ------------------------
PRICE WATERHOUSE LLP
Costa Mesa, California
March 21, 1997
<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 the Form S-8 Registration Statement to
which this Power of Attorney is an exhibit and 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 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, February 25, 1997
- -------------------------------- Chief Executive Officer
Philip Frey, Jr. and President
/s/ DAVID R. SONKSEN Vice President - Finance, March 21, 1997
- -------------------------------- Chief Financial Officer,
David R. Sonksen and Secretary (Chief
Accounting Officer)
/s/ JIRI SANDERA Treasurer and Secretary February 25, 1997
- -------------------------------- Vice President, Engineering
Jiri Sandera, Ph.D. and Director
/s/ BRAD DAVIDSON Director February 25, 1997
- --------------------------------
Brad Davidson
/s/ ROBERT B. PHINIZY Director February 25, 1997
- --------------------------------
Robert B. Phinizy
/s/ JOSEPH M. SCHEER Director February 25, 1997
- --------------------------------
Joseph M. Scheer
/s/ MARTIN H. JURICK Director February 25, 1997
- --------------------------------
Martin H. Jurick
</TABLE>
