<PAGE>
As filed with the Securities and Exchange Commission on April 25, 2000
Registration No. 333-_____
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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MICROSEMI CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 95-2110371
(State or other jursidiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2830 South Fairview Street, Santa Ana, California 92704
(Address of principal executive offices) (Zip Code)
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1987 MICROSEMI CORPORATION STOCK PLAN
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(Full title of the plan)
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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>
- -------------------------------------------------------------------------------------------------------------
Title of Securities Amount To Be Proposed Maximum Proposed Maximum Amount of
To Be Registered Registered (1) Offering Aggregate Offering Registration Fee
Price Per Share Price(2)
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<S> <C> <C> <C> <C>
Common Stock,
$.20 par value 1,750,000 shares $19.0625 $33,359,375 $8,806.88
- -------------------------------------------------------------------------------------------------------------
</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 1,750,000 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 ($21.00) and low
($17.125) prices of the Common Stock of the Registrant reported on the
Nasdaq National Market on April 17, 2000.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
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The SEC allows us to "incorporate by reference" the information we file with
them, which means that we can disclose important information to you by referring
you to those documents. Statements made in this prospectus as to the contents of
any contract, agreement or other documents are not necessarily complete, and, in
each instance, we refer you to a copy of such document filed as an exhibit to
the registration statement or otherwise filed with the SEC. The information
incorporated by reference is considered to be part of this prospectus. When we
file information with the SEC in the future, that information will automatically
update and supersede this information. We incorporate by reference the documents
listed below and any future filings we will make with the SEC under Sections
13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934: a. Our Annual
Report on Form 10-K for the fiscal year ended October 3, 1999 including portions
of our definitive Proxy Statement for the 2000 Annual Meeting of Stockholders
incorporated therein by reference; b. Our Quarterly Reports on Form 10-Q for the
quarterly period ended January 2, 2000; and c. Our Current Report on Form 8-K
filed on March 15, 2000 reporting under Item 2 and Item 7 regarding the
acquisition of assets from Infinesse Corporation.
This Registration Statement relates to the Registrant's 1987 MICROSEMI
CORPORATION STOCK PLAN (as amended, herein the "Plan").
The contents of the registration statements 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 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.
The contents of the registration statement of the Registrant on Form S-8
filed with the Commission on March 27, 1997, Registration No. 333-2404, relating
to 747,940 shares of Common Stock registered to be offered pursuant to the Plan
are incorporated herein by reference.
On February 29, 2000, the Registrant's stockholders approved amendments of
the Plan that provided for a one-time increase of 530,400 shares, annual
increases in the number of shares of Common Stock available to be offered and
sold pursuant to the Plan equal to 4% of the number of shares then outstanding,
and an extension of the Plan to December 15, 2009. The shares of Common Stock
registered hereby comprise 140,414 shares that first became available at October
3, 1999 plus 530,400 shares immediately made available pursuant to the
stockholders approval on February 29, 2000 and plus 1,079,186 shares
representing additional shares estimated to become available under this
provision of the Plan by December 31, 2001
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 6 through 22 of the Notice of Annual Meeting on February 29, 2000 and
Proxy Statement for
<PAGE>
the annual meeting of stockholders of the Registrant held February 29, 2000
(the "2000 Proxy Statement") as filed on or about January 24, 2000 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 pr about January 28, 2000. 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 2000 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 6. Indemnification of Directors and Officers.
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(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.
Item 8. Exhibits.
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The following exhibits are filed as part of this Registration Statement:
Number Description
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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 PricewaterhouseCoopers LLP, Independent Accountants
24.1 Power of Attorney (included on the second signature page)
<PAGE>
Item 9. Undertakings.
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The registrant hereby undertakes: (1) to file, during any period in which
offers or sales of the Common Stock 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, as amended (the "Securities
Act"); (ii) to reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in the registration statement;
(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 no post-effective amendment hereto shall be required by clauses
(i) or (ii) above if the information required to be included in a post-effective
amendment hereto is contained in one or more periodic reports filed by the
registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange
Act of 1934, as amended (the "Exchange Act"); (2) that, for the purpose of
determining any liability under the Securities Act, each such post-effective
amendment shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof; and (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.
Additionally, the undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act, each filing of
the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act that is incorporated by reference in the registration statement
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
registrant pursuant to any provisions or arrangements, or otherwise, whereby the
registrant may indemnify a director, officer or controlling person against
liabilities arising under the Securities Act, 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 Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
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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 Newport Beach, State of California on the 25th day of
April, 2000.
MICROSEMI CORPORATION
By: /s/DAVID R. SONKSEN
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David R. Sonksen
Vice President--Finance,
Chief Financial Officer, Secretary and Treasurer
<PAGE>
POWER OF ATTORNEY
We, the undersigned officers and directors of Microsemi Corporation, do
hereby constitute and appoint Philip Frey, Jr. and David R. Sonksen, or either
one or both 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 this
Registration Statement on Form S-8 and any and all pre-effective or post-
effective 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.
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<CAPTION>
Signature Title Date
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<S> <C> <C>
/s/ PHILIP FREY, JR. Chairman of the Board, April 24, 2000
- ------------------------------- Chief Executive Officer
Philip Frey, Jr. and President
/s/DAVID R. SONKSEN Vice President--Finance, April 24, 2000
- ------------------------------- Chief Financial Officer,
David R. Sonksen (Chief Accounting Officer)
Treasurer and Secretary
/s/BRAD DAVIDSON Director April 24, 2000
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Brad Davidson
/s/ROBERT B. PHINIZY Director April 24, 2000
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Robert B. Phinizy
/s/JOSEPH M. SCHEER Director April 24, 2000
- -------------------------------
Joseph M. Scheer
/s/MARTIN H. JURICK Director April 24, 2000
- -------------------------------
Martin H. Jurick
/s/H.K. DESAI Director April 24, 2000
- -------------------------------
H.K. Desai
</TABLE>
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EXHIBIT INDEX
Number Description
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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 PricewaterhouseCoopers LLP, Independent Accountants
24.1 Power of Attorney (included on the second signature page)
<PAGE>
EXHIBIT 5.1
[LETTERHEAD OF STRADLING, YOCCA, CARLSON & RAUTH]
April 25, 2000
Microsemi Corporation
2830 South Fairview Street
Santa Ana, CA 92704
Re: Registration Statement on Form S-8: Registration No. 333-_____;
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. 333-_____ (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 1,750,000 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.
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, including relevant provisions of the Delaware Constitution and
Delaware judicial decisions. 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
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 22, 1999 related to the
consolidated financial statements of Microsemi Corporation which appears in
Microsemi Corporation's Annual Report on Form 10-K for the year ended October 3,
1999.
/s/ PRICEWATERHOUSECOOPERS LLP
PricewaterhouseCoopers LLP
Costa Mesa, California
April 24, 2000
