As filed with the Securities and Exchange Commission on June 24, 1997
Registration No. 33-95110
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
ZILOG, INC.
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(Exact name of registrant as specified in its charter)
Delaware 13-3092996
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(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
210 East Hacienda Avenue
Campbell, California 95008-6600
- - --------------------------------------- ----------------
(Address of principal executive offices) (Zip code)
ZILOG, INC.
1994 LONG-TERM STOCK INCENTIVE PLAN
(Full title of the plan)
EDGAR A. SACK
President and Chief Executive Officer
ZILOG, INC.
210 East Hacienda Avenue
Campbell, California 95008-6600
(408) 370-8000
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(Name, address and telephone
number of agent for service)
This Registration Statement shall become effective upon filing in accordance
with Rule 464 under the Securities Act of 1933.
<PAGE>
This post-effective amendment is being filed pursuant to Rule 414 under the
Securities Act of 1933, as amended (the "Securities Act"), to reflect the
adoption by Zilog, Inc., a Delaware corporation (the "Company"), of the contents
of Zilog, Inc., a California corporation's ("Zilog California") Form S-8
Registration Statement, Registration No. 33-95110, filed on July 28, 1995. In
accordance with Section 252 of the Delaware General Corporation Law, the Company
is the surviving corporation of a merger of Zilog California with and into the
Company (the "Merger") for the sole purpose of changing the state of
incorporation of Zilog California from the State of California to the State of
Delaware. In the Merger, which was consummated on May 22, 1997, each share of
capital stock of Zilog California was converted into one share of capital stock
of the Company.
In accordance with Rule 414, the Company, as the successor issuer, hereby
expressly adopts this registration statement, as well as the employee benefit
plan to which it relates, of Zilog California as its own for all purposes of the
Securities Act of 1933, as amended and the Securities Exchange Act of 1934, as
amended.
The registration fees were paid at the time of the original filing of this
registration statement.
Item 6. Indemnification of Directors and Officers.
- - ------ -----------------------------------------
Section 145 of the Delaware General Corporation Law (the "Delaware GCL")
permits the Company's board of directors to indemnify any person against
expenses (including attorney's fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by him in connection with any
threatened, pending or completed action, suit or proceeding in which such person
is made a party by reason of his being or having been a director, officer,
employee or agent of the Company, in terms sufficiently broad to permit such
indemnification under certain circumstances for liabilities (including
reimbursement for expenses incurred) arising under the Securities Act of 1933,
as amended (the "Act"). Section 145 provides that indemnification pursuant to
its provisions is not exclusive of other rights of indemnification to which a
person may be entitled under any bylaw, agreement, vote of stockholders or
disinterested directors, or otherwise.
Article X of the Company's Certificate of Incorporation provides for
indemnification of its directors, officers, employees and agents to the maximum
extent permitted by law.
As permitted by Sections 102 and 145 of the Delaware GCL, Article IX of the
Company's Certificate of Incorporation eliminates a director's personal
liability for monetary damage to the Company and its stockholders arising from a
breach or
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<PAGE>
alleged breach of the director's fiduciary duty except to the extent not
permitted under the Delaware GCL.
The Company has also entered into separate indemnification agreements with
its directors and officers that require the Company, among other things, to
indemnify them against certain liabilities that may arise by reason of their
status or service as directors or officers to the fullest extent not prohibited
by law.
William H. Janeway and Henry Kressel, directors of the Company, are
indemnified by Warburg, Pincus Capital Company, L.P. with respect to specified
liabilities which they might incur in their capacities as directors of the
Company.
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<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 Campbell, State of California, on June 24, 1997.
ZILOG, INC.
By /s/ Edgar A. Sack
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Edgar A. Sack
Chairman, Chief Executive Officer
and President
POWER OF ATTORNEY
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KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints EDGAR A. SACK and RICHARD R. PICKARD, and each of
them, his or her true and lawful attorneys-in-fact and agents, each with full
power of substitution and resubstitution, for him or her and in his or her name,
place and stead, in any and all capacities, to sign any and all amendments,
including 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, as fully to all
intents and purposes as he or she might or could do in person, hereby ratifying
and confirming all that said attorneys-in-fact and agents, or their substitute
or substitutes, may do or cause to be done by virtue hereof.
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 date indicated:
Signature Title Date
--------- ----- ----
/s/ Edgar A. Sack
- - -------------------------- Chairman, Chief Executive June 24, 1997
Edgar A. Sack Officer and President
(Principal Executive
Officer)
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<PAGE>
Signature Title Date
--------- ----- ----
/s/ Robert E. Collins
- - -------------------------- Vice President, June 24, 1997
Robert E. Collins Chief Financial
Officer and Treasurer
(Principal Financial
Officer)
/s/ Thomas J. Connors
- - -------------------------- Director June 24, 1997
Thomas J. Connors
/s/ William H. Janeway
- - -------------------------- Director June 24, 1997
William H. Janeway
/s/ Henry Kressel
- - -------------------------- Director June 24, 1997
Henry Kressel
/s/ Larry W. Wangberg
- - -------------------------- Director June 24, 1997
Larry W. Wangberg
/s/ Robert M. White
- - -------------------------- Director June 5, 1997
Robert M. White
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