AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 26, 1999
REGISTRATION NO. 333-62285
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------------
AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-----------------
GENERAL SEMICONDUCTOR, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
-----------------
DELAWARE 13-3575653
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER IDENTIFICATION NUMBER)
INCORPORATION OR ORGANIZATION)
10 Melville Park Road
Melville, New York 11747
(516) 847-3000
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING
AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
-----------------
Stephen B. Paige, Esq.
Senior Vice President, General Counsel and Secretary
GENERAL SEMICONDUCTOR, INC.
10 Melville Park Road
Melville, New York 11747
(516) 847-3000
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)
-----------------
COPIES OF ALL COMMUNICATIONS, INCLUDING COMMUNICATIONS SENT
TO AGENT FOR SERVICE, SHOULD BE SENT TO:
Lois Herzeca, Esq.
FRIED, FRANK, HARRIS, SHRIVER & JACOBSON
One New York Plaza
New York, New York 10004
(212) 859-8000
---------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC: As soon
as practicable 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, 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
- ------------------------------------------------------------------------------
Title of Amount to be Proposed Proposed Amount of
Shares Registered Maximum Maximum Registration
to be Aggregate Aggregate Fee
Registered Price Per Offering Price
Unit (2) (2)
- ------------------------------------------------------------------------------
Common Stock,
$.01 par value 5,427,166 $ 7.0313 $ 38,160,032 $ 11,251.00(3)
(1)
- ------------------------------------------------------------------------------
(1) This registration statement covers the sale by certain stockholders of
the Company of the shares being registered.
(2) Estimated in accordance with Rule 457 of Regulation C under the
Securities Act of 1933, as amended, solely for the purpose of
determining the registration fee. The above calculation is based on
the average of the high and low sale prices of the Common Stock
reported by the New York Stock Exchange on August 25, 1998.
(3) Previously paid by the Registrant.
-----------------
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 THIS REGISTRATION
STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE SECURITIES AND
EXCHANGE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.
===============================================================================
<PAGE>
5,427,166 Shares
GENERAL SEMICONDUCTOR, INC.
Common Stock
(par value $.01 per share)
-----------------
The 5,427,166 shares of Common Stock, par value $.01 per share (the
"Common Stock"), of General Semiconductor, Inc., a Delaware corporation
(the "Company"), are being offered by the Selling Stockholders named
herein. See "Selling Stockholders." These shares represent approximately
14.7% of the total number of shares of Common Stock outstanding as of March
15, 1999. On April 23, 1999, the last reported sale price of the Common
Stock, listed under the symbol "SEM", on the New York Stock Exchange
("NYSE") was $8.375 per share.
-----------------
SEE "RISK FACTORS," BEGINNING ON PAGE 4, FOR A DISCUSSION OF CERTAIN
FACTORS WHICH SHOULD BE CONSIDERED BY PROSPECTIVE PURCHASERS OF THE COMMON
STOCK OFFERED HEREBY.
-----------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
-----------------
The Selling Stockholders may sell the shares being offered hereby in
transactions on the NYSE, in negotiated transactions or otherwise, at
market prices prevailing at the time of the sale or at negotiated or fixed
prices. Selling Stockholders may sell some or all of the shares in
transactions involving broker-dealers, who may act either as agent or
principal. To the extent required, the aggregate amount of Common Stock
being offered and the terms of the offering, the names of any such agents,
dealers or underwriters and any applicable commission with respect to a
particular offer will be set forth in an accompanying Prospectus
Supplement. The aggregate proceeds to the Selling Stockholders from the
sale of the Common Stock will be the selling price of the Common Stock sold
less the aggregate agents' commissions and underwriters' discounts, if any,
and other expenses of issuance and distribution not borne by the Company.
The Company will pay substantially all of the expenses to be incurred,
including those to be incurred by the Selling Stockholders, in connection
with the Registration Statement of which this Prospectus is a part (other
than such commissions and discounts), estimated to be $120,000. See
"Selling Stockholders" and "Plan of Distribution" herein for a description
of indemnification arrangements between the Company and the Selling
Stockholders and possible indemnification arrangements for agents, dealers
and underwriters. None of the proceeds from the sale of the Common Stock
will be received by the Company.
The Selling Stockholders and any agents, dealers or underwriters that
participate with the Selling Stockholders in the distribution of the Common
Stock may be deemed to be "underwriters" within the meaning of the
Securities Act of 1933, as amended (the "Securities Act"), and any
commissions received by them and any profit on the resale of the Common
Stock purchased by them may be deemed underwriting commissions or discounts
under the Securities Act.
THE DATE OF THIS PROSPECTUS IS APRIL 26, 1999.
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and, in
accordance therewith, files reports, proxy statements and other information
with the Securities and Exchange Commission (the "Commission"). Such
reports and other information, as well as the Registration Statement and
the consolidated financial statements, schedules and exhibits thereto, may
be inspected and copied at the offices of the Commission at 450 Fifth
Street, N.W., Washington D.C. 20549 and at the following regional offices
of the Commission: 7 World Trade Center, Suite 1300, New York, New York
10048 and Citicorp Center, 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661. Copies of such material or any part thereof may also be
obtained from the Public Reference Section of the Commission, 450 Fifth
Street, N.W., Washington D.C. 20549 at prescribed rates. The Commission
also maintains a Web site (http://www.sec.gov) from which such reports,
proxy statements and other information concerning the Company may be
obtained. The Common Stock is traded on the NYSE and such reports and other
information may also be inspected at the offices of the NYSE, 20 Broad
Street, New York, NY 10005.
The Company has filed with the Commission in Washington, D.C. a
Registration Statement (of which this Prospectus is a part and which term
shall encompass any amendments thereto) on Form S-3 under the Securities
Act with respect to the Common Stock offered hereby. This Prospectus does
not contain all of the information set forth in the Registration Statement
and the exhibits and schedules thereto, certain portions of which have been
omitted as permitted by the rules and regulations of the Commission.
Statements contained herein concerning the provisions of any document are
not necessarily complete; reference is made to the exhibits for a more
complete description of the matters involved, and each such statement shall
be deemed qualified in its entirety by such reference. For further
information pertaining to the shares offered hereby and to the Company,
reference is made to the Registration Statement, including the consolidated
financial statements, schedules and exhibits filed as a part thereof and
incorporated therein by reference.
The Company will provide, without charge, to each person 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 or may be incorporated
by reference in this Prospectus, other than exhibits to such documents
(unless such exhibits are specifically incorporated by reference into such
documents). Such requests should be directed to General Semiconductor,
Inc., Attention: Secretary, 10 Melville Park Road, Melville, NY 11747
(telephone (516) 847-3000).
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Company's Annual Report on Form 10-K/A for the fiscal year ended
December 31, 1998, its Quarterly Report on Form 10-Q for the quarter ended
March 31, 1999 and the description of its Common Stock set forth in its
Form 8-A, dated April 17, 1992, as amended, and all documents incorporated
by reference therein, all of which have been filed with the Commission, are
hereby incorporated by reference into this Prospectus. All documents filed
by the Company with the Commission pursuant to Section 13(a), 13(c), 14 or
15(d) of the Exchange Act after the date of this Prospectus and prior to
the termination of the offering covered by this Prospectus will be deemed
to be incorporated by reference into this Prospectus and to be a part
hereof from the date of filing of such documents. Any statement contained
herein or in any 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 which also is or is deemed to be
incorporated by reference herein 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.
<PAGE>
CAUTIONARY STATEMENT FOR PURPOSES OF "SAFE HARBOR" PROVISIONS
OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995
This Registration Statement contains forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of 1995 which
reflect the Company's current views with respect to future events and
financial performance. These forward-looking statements are identified by
their use of such terms and phrases as "intends", "intend", "intended",
"goal", "estimate", "estimates", "expects", "expect", "expected",
"project", "projects", "projected", "projections", "plans", "anticipates",
"anticipated", "should", "designed to", "foreseeable future", "believe",
"believes" and "scheduled" and similar expressions. Readers are cautioned
not to place undue reliance on these forward-looking statements, which
speak only as of the date the statement was made. The Company undertakes no
obligation to publicly update or revise any forward-looking statements,
whether as a result of new information, future events or otherwise.
The actual results of the Company may differ significantly from the
results discussed in the forward-looking statements. Factors that might
cause such a difference include, but are not limited to, (i) the factors
discussed under "Risk Factors", and (ii) the following factors: (a) the
general political, economic and competitive conditions in the United
States, Taiwan (Republic of China), the People's Republic of China,
Ireland, Germany, France and other markets where the Company operates; (b)
changes in capital availability or costs, such as changes in interest
rates, market perceptions of the industry in which the Company operates, or
security ratings; (c) uncertainties relating to customer plans and
commitments; (d) employee workforce factors; (e) authoritative generally
accepted accounting principles or policy changes from such standard-setting
bodies as the Financial Accounting Standards Board and the Securities and
Exchange Commission.
<PAGE>
THE COMPANY
The Company is a market leader in the discrete segment of the
semiconductor industry with manufacturing facilities in China, France,
Germany, Ireland, Taiwan and the United States. The Company provides
customers with a broad array of power rectifiers, transient voltage
suppressors and small signal transistors and diodes. It has a diversified
customer base, in terms of geography and end-use markets. Customers include
leading manufacturers of consumer electronics, lighting, telecommunications
equipment, computers, automotive and automotive after-market products
located around the globe.
From time to time the Company considers acquiring businesses in areas
related or complementary to its existing business, which acquisitions may
be small or significant, and may require financing from outside sources.
The Company presently has no arrangements or understandings with respect to
any specific acquisition. In addition, the Company is continually reviewing
its operations in an effort to improve operating efficiencies and its
sources of external financing in an effort to obtain financing on the best
available terms.
The Company's principal executive offices are located at 10 Melville
Park Road, Melville, New York 11747, and the telephone number of the
Company is (516) 847-3000.
RISK FACTORS
In addition to the matters described in the documents incorporated by
reference herein, the following Risk Factors should be considered by
prospective purchasers of the Common Stock offered hereby:
FACTORS RELATING TO THE DISTRIBUTION
On January 7, 1997, the Board of Directors of General Instrument
Corporation ("GI") approved a plan to divide GI into three separate public
companies. To effect the transaction, GI (i) transferred all the assets and
liabilities relating to the manufacture and sale of broadband
communications products used in the cable television, satellite, and
telecommunications industries and all rights to the related GI trademarks
to its wholly-owned subsidiary NextLevel Systems, Inc. ("NextLevel
Systems") and all the assets and liabilities relating to the manufacture
and sale of coaxial, fiber optic and other electric cable used in the cable
television, satellite and other industries to its wholly-owned subsidiary
CommScope, Inc. ("CommScope") and (ii) then distributed all of the ordinary
shares of capital stock of each of NextLevel Systems and CommScope to its
stockholders on a pro rata basis as a dividend (the "Distribution"), in a
transaction that was consummated on July 28, 1997 (the "Distribution
Date"). The Company retained all the assets and liabilities relating to the
manufacture and sale of discrete power rectifiers and transient voltage
suppression components used in telecommunications, automotive and consumer
electronics products. On the Distribution Date, NextLevel Systems and
CommScope began operating as independent entities with publicly traded
common stock. GI retained no ownership interest in either NextLevel Systems
or CommScope. Concurrently with the Distribution, GI changed its name to
General Semiconductor, Inc. and effected a one for four reverse stock
split. On February 2, 1998, NextLevel Systems changed its name to General
Instrument Corporation.
The Distribution Agreement dated as of June 12, 1997, among GI,
General Instrument Corporation, and CommScope (the "Distribution
Agreement") and certain other agreements executed in connection with the
Distribution (collectively, the "Ancillary Agreements") allocate among the
Company, General Instrument Corporation and CommScope, and their respective
subsidiaries, responsibility for various indebtedness, liabilities and
obligations. It is possible that a court would disregard this contractual
allocation of indebtedness, liabilities and obligations among the parties
and require the Company or its subsidiaries to assume responsibility for
obligations allocated to another party, particularly if such other party
were to refuse or was unable to pay or perform any of its allocated
obligations.
Pursuant to the Distribution Agreement and certain of the Ancillary
Agreements, the Company has agreed to indemnify the other parties (and
certain related persons) from and after consummation of the Distribution
with respect to certain indebtedness, liabilities and obligations, which
indemnification obligations could be significant.
Although GI has received a favorable ruling from the Internal Revenue
Service, if the Distribution were not to qualify as a tax free spin-off
(either because of the nature of the Distribution or because of events
occurring after the Distribution) under Section 355 of the Internal Revenue
Code of 1986, as amended, then, in general, a corporate tax would be
payable by the consolidated group of which the Company was the common
parent based upon the difference between the fair market value of the stock
distributed and the distributing corporation's adjusted basis in such
stock. The corporate level tax would be payable by the Company and could
substantially exceed the net worth of the Company. However, under certain
circumstances, General Instrument Corporation and CommScope have agreed to
indemnify the Company for such tax liability. In addition, under the
consolidated return rules, each member of the consolidated group (including
General Instrument Corporation and CommScope) is severally liable for such
tax liability.
LEVERAGE; CERTAIN RESTRICTIONS UNDER CREDIT FACILITIES
The Company is substantially more leveraged than GI was prior to the
Distribution. The degree to which the Company is leveraged could have
important consequences, including the following: (i) the Company's ability
to obtain additional financing in the future for working capital, capital
expenditures, product development, acquisitions, general corporate purposes
or other purposes may be impaired; (ii) a portion of the Company's and its
subsidiaries' cash flow from operations must be dedicated to the payment of
the principal of and interest on its indebtedness; (iii) the Credit
Agreement, dated as of July 23, 1997 and amended in December 1998, among
the Company, certain banks, and The Chase Manhattan Bank, as Administrative
Agent, contains certain restrictive financial and operating covenants,
including, among others, requirements that the Company satisfy certain
financial ratios; (iv) a significant portion of the Company's borrowings
are at floating rates of interest, causing the Company to be vulnerable to
increases in interest rates; (v) the Company's degree of leverage may make
it more vulnerable to a downturn in general economic conditions; and (vi)
the Company's degree of leverage may limit its flexibility in responding to
changing business and economic conditions.
In addition, in a lawsuit by an unpaid creditor or representative of
creditors, such as a trustee in bankruptcy, a court may be asked to void
the Distribution (in whole or in part) as a fraudulent conveyance and to
require that the stockholders return the special dividend (in whole or in
part) to the Company or require the Company to fund certain liabilities of
General Instrument Corporation and CommScope for the benefit of creditors.
COMPETITION
The Company operates in the discrete segment of the semiconductor
business. Its products are commodity-like in nature and are subject to
cyclical variations in pricing and capacity utilization levels. The Company
is subject to competition from a substantial number of foreign and domestic
companies, some of which have greater financial, engineering, manufacturing
and other resources, or offer a broader product line, than the Company. The
Company's competitors can be expected to continue to improve the design and
performance of their products and to introduce new products with
competitive price and performance characteristics. Although the Company
believes that it enjoys certain technological and other advantages over its
competitors, realizing and maintaining such advantages will require
continued investment by the Company in engineering, research and
development, marketing and customer service and support. There can be no
assurance that the Company will have sufficient resources to continue to
make such investments or that the Company will be successful in maintaining
such advantages.
INTERNATIONAL OPERATIONS
A significant portion of the Company's products are manufactured or
assembled in Taiwan (Republic of China), the People's Republic of China,
Ireland, Germany and France. These foreign operations are subject to the
usual risks inherent in situating operations abroad, including risks with
respect to currency exchange rates, economic and political destabilization,
restrictive actions by foreign governments, nationalizations, the laws and
policies of the United States affecting trade, foreign investment and loans
and foreign tax laws. The Company's cost-competitive status relative to
other competitors could be adversely affected if the Company experiences
unfavorable movements in foreign currency rates. In addition, a substantial
portion of the annual sales of the Company's business are outside of the
United States.
International sales generally represent 70% of the Company's worldwide
sales. Sales to the Asia/ Pacific region accounted for approximately 35% of
the Company's worldwide sales for the year ended December 31, 1998. During
the first quarter of 1999 average selling prices have weakened due to
continued excess capacity in the industry. Extended underutilization of the
Company's manufacturing facilities, resulting in production inefficiency,
could result in margin deterioration. There can be no assurance as to the
extent or duration of the impact of these events on the Company.
ENVIRONMENT
The Company is subject to various federal, state, local and foreign
laws and regulations governing environmental matters, including the use,
discharge and disposal of hazardous materials. The Company's manufacturing
facilities are believed to be in substantial compliance with current laws
and regulations. Complying with current laws and regulations has not had a
material adverse effect on the Company's financial condition. In connection
with the Distribution, the Company retained the obligations with respect to
environmental matters relating to the Company's discontinued operations and
its status as a "potentially responsible party." The Company is presently
engaged in the remediation of eight discontinued operations in six states,
and is a de minimus "potentially responsible party" at five hazardous waste
sites in four states.
The Company has engaged independent consultants to assist management
in evaluating potential liabilities related to environmental matters.
Management assesses the input from these independent consultants along with
other information known to the Company in its effort to continually monitor
these potential liabilities. Management assesses its environmental exposure
on a site-by-site basis, including those sites where the Company has been
named a "potentially responsible party." Such assessments include the
Company's share of remediation costs, information known to the Company
concerning the size of the hazardous waste sites, their years of operation
and the number of past users and their financial viability. The Company has
recorded a reserve for environmental matters of $31.9 million at December
31, 1998 ($34.9 million at December 31, 1997). While the ultimate outcome
of these matters cannot be determined, management does not believe that the
final disposition of these matters will have a material adverse affect on
the Company's financial position, results of operations or cash flows
beyond the amounts previously provided for in the financial statements.
The Company's present and past facilities have been in operation for
many years, and over that time in the course of those operations, such
facilities have used substances which are or might be considered hazardous,
and the Company has generated and disposed of wastes which are or might be
considered hazardous. Therefore, it is possible that additional
environmental issues may arise in the future which the Company cannot now
predict.
YEAR 2000
The Company recognizes the importance of ensuring that neither its
customers nor its business operations are disrupted as a result of the Year
2000 phenomenon. This phenomenon is a result of computer programs having
been written using two digits (rather than four) to define the applicable
year. Any information technology ("IT") systems that have time sensitive
software may recognize a date using "00" as the year 1990 rather than the
year 2000, which could result in miscalculations and systems failures. The
problem also extends to many "non-IT" systems such as operating and control
systems that rely on embedded chip systems. The Company, with the
assistance of outside consulting resources, is centrally coordinating
activities directed toward achieving global Year 2000 compliance. The
primary areas of potential impact include business application systems,
production equipment systems, suppliers, financial institutions, government
agencies and environmental support organizations. None of the Company's
products contain date sensitive or date processing logic.
In 1996 the Company began an upgrade of its business applications
software which includes the implementation of the full suite of JD Edwards
("JDE") financial, distribution and manufacturing applications. The JDE
software was selected to add worldwide functionality and efficiency to the
business processes of the Company as well as address Year 2000 exposure.
The JDE financial and distribution modules have been installed and are Year
2000 compliant. The JDE manufacturing modules will be installed in 2000.
The Company is currently modifying its existing manufacturing applications
and expects them to be Year 2000 compliant by June 30, 1999.
Since the Company's financial, distribution and manufacturing
applications are expected to be Year 2000 compliant, incremental costs
associated with achieving Year 2000 compliance beyond the scope of this
project, estimated at less than $1.0 million, should not have a material
effect on the Company's financial condition or results of operations and
are being expensed as incurred.
The Company has surveyed its suppliers, financial institutions,
government agencies and others with which it does business to determine
their Year 2000 readiness and coordinate conversion efforts. Approximately
65% of third party suppliers have responded to the Company's surveys. At
the current time, respondents critical to the operations of the Company
have indicated that they are, or reasonably believe that they will be, Year
2000 compliant. If a material risk arises, the Company is prepared to
perform on-site visits to validate the accuracy of the information received
and will test such systems where appropriate and possible. Additionally,
the Company has established programs to ensure that future purchases of
equipment and software are Year 2000 compliant. Costs incurred have been
insignificant to date. At the current time, it is difficult for the Company
to specifically identify its most reasonably likely worst case Year 2000
scenario.
The Company does not expect Year 2000 issues to have a material
adverse effect on its products, services, competitive position, financial
condition or results of operations. However, the Company can give no
assurance that the systems of other companies or government agencies on
which the Company relies will be converted on time or that a failure to
convert by another company or a conversion that is incompatible with the
Company's system would not have a material adverse effect on the Company.
The disclosures contained herein constitute Year 2000 Readiness
Statements pursuant to the Year 2000 Information and Readiness Disclosure
Act, Public Law 105-271.
USE OF PROCEEDS
The shares of Common Stock covered by this Prospectus are offered for
the account of the Selling Stockholders. The Company will not receive any
of the proceeds from the sale of Common Stock offered hereby. See "Selling
Stockholders."
SELLING STOCKHOLDERS
The Selling Stockholders are Forstmann Little & Co. Subordinated Debt
and Equity Management Buyout Partnership-IV, a New York limited partnership
("MBO-IV") and Instrument Partners, a New York limited partnership
(together with MBO-IV, the "Partnerships"). Steven B. Klinsky, a general
partner of FLC XXIX L.P., an affiliate of the Partnerships, intends to
resign as a director of the Company upon the sale of the shares by the
Partnerships.
The following table sets forth for each Selling Stockholder the number
of shares of Common Stock beneficially owned, as of March 15, 1999, and the
number of shares being offered.
<TABLE>
<CAPTION>
Number of Shares
Shares Beneficially Owned Number of Shares Beneficially Owned Percentage After
Before the Offering Being Offered After the Offering the Offering
------------------------- ---------------- --------------------- ------------------
Number Percent(1)
------ -------
Name
<S> <C> <C> <C> <C> <C>
Forstmann Little & Co. 2,540,414 6.9 2,540,414 -- --
Subordinated Debt and
Equity Management Buyout
Partnership - IV
Instrument Partners 2,886,752 7.8 2,886,752 -- --
- --------------------------------
<FN>
(1) Based on 36,820,778 shares outstanding as of March 15, 1999.
</FN>
</TABLE>
PLAN OF DISTRIBUTION
The Selling Stockholders may sell the shares being offered hereby in
transactions on the NYSE, in negotiated transactions or otherwise, at
market prices prevailing at the time of the sale or at negotiated or fixed
prices. The Selling Stockholders may sell some or all of the shares in
transactions involving broker-dealers, who may act either as agent or
principal, and who may receive compensation in the form of discounts,
commissions or concessions from Selling Stockholders or the purchaser of
shares for whom such broker-dealers act as agent or to whom they sell as
principal, or both.
At the time a particular offer of shares of Common Stock is made, a
Prospectus Supplement will be distributed, to the extent required, which
will set forth the aggregate number of shares of Common Stock being offered
and the material terms of the offering, including the name or names of any
underwriters, dealers or agents, the purchase price to be paid by any
underwriter or dealer for Common Stock purchased from the Selling
Stockholders, any discounts, commissions and other items constituting
compensation from the Selling Stockholders and any discounts, commissions
or concessions allowed or reallowed or paid to dealers, and the proposed
selling price to the public.
The Company has agreed to register under the Securities Act the shares
of Common Stock being sold by the Selling Stockholders. The Company will
pay substantially all of the expenses to be incurred by the Selling
Stockholders in connection with the Registration Statement of which this
Prospectus is a part (other than commissions and discounts), estimated to
be $120,000. The Company will not receive any proceeds from this offering.
The Company has agreed to indemnify the Selling Stockholders and their
agents, underwriters and dealers against certain civil liabilities,
including certain liabilities under the Securities Act.
The Selling Stockholders and any underwriters, dealers or agents that
participate in the distribution of the Common Stock may be deemed to be
"underwriters" under the Securities Act, and any profit on the sale of the
Common Stock by them and any discounts, commissions or concessions received
by any such underwriters, dealers or agents might be deemed to be
underwriting discounts and commissions under the Securities Act.
EXPERTS
The financial statements incorporated in this Prospectus by reference
from the Company's Annual Report on Form 10-K/A for the year ended December
31, 1998 have been audited by Deloitte & Touche LLP, independent auditors,
as stated in their report, which is incorporated herein by reference, and
has been so incorporated in reliance upon the report of such firm given
upon their authority as experts in accounting and auditing.
LEGAL OPINION
The validity of the shares of Common Stock being offered by this
Prospectus is being passed upon for the Company by Fried, Frank, Harris,
Shriver & Jacobson, a partnership including professional corporations.
Fried, Frank, Harris, Shriver & Jacobson from time to time renders legal
services to Forstmann Little & Co.
<PAGE>
======================================== ====================================
NO 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. THIS
PROSPECTUS DOES NOT CONSTITUTE AN OFFER
TO SELL, OR THE SOLICITATION OF AN OFFER
TO BUY, ANY SECURITIES OTHER THAN THE
SECURITIES TO WHICH IT RELATES OR AN
OFFER TO SELL, OR THE SOLICITATION OF AN
OFFER TO BUY, SUCH SECURITIES IN ANY
CIRCUMSTANCES IN WHICH SUCH OFFER OR
SOLICITATION IS UNLAWFUL. NEITHER THE
DELIVERY OF THIS PROSPECTUS NOR ANY SALE
MADE HEREUNDER SHALL, UNDER ANY
CIRCUMSTANCES, CREATE ANY IMPLICATION 5,427,166 Shares
THAT THE INFORMATION HEREIN IS CORRECT
AS OF ANY TIME SUBSEQUENT TO ITS DATE. GENERAL
SEMICONDUCTOR,
INC.
TABLE OF CONTENTS Common Stock
Page
----
---------------------------
AVAILABLE INFORMATION...................2
PROSPECTUS
INCORPORATION OF CERTAIN DOCUMENTS
BY REFERENCE..........................2 ---------------------------
THE COMPANY.............................4
RISK FACTORS............................4
USE OF PROCEEDS.........................7 April 26, 1999
SELLING STOCKHOLDERS....................7
PLAN OF DISTRIBUTION....................7
EXPERTS.................................8
LEGAL OPINION...........................8
======================================== ====================================
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following is an itemized statement of expenses of the Company in
connection with the issuance of the Common Stock being registered. All of
the expenses are estimated, except for the registration fee.
Securities and Exchange Commission registration fee... $11,251
Legal fees and expenses............................... 100,000
Miscellaneous......................................... 8,749
----------
Total............................................. $120,000
==========
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the Delaware General Corporation Law (the "DGCL")
provides that a corporation may indemnify its directors and officers, as
well as other employees and individuals (each an "Indemnified Party," and
collectively, "Indemnified Parties"), against expenses (including
attorneys' fees), judgments, fines, and amounts paid in settlement in
connection with specified actions, suits, or proceedings, whether civil,
criminal, administrative, or investigative, other than in connection with
actions by or in the right of the corporation (a "derivative action"), if
an Indemnified Party acted in good faith and in a manner such Indemnified
Party 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 reasonable cause to believe that his or her conduct was unlawful. A
similar standard is applicable in the case of derivative actions, except
that a corporation may only indemnify an Indemnified Party for expenses
(including attorneys' fees) incurred in connection with the defense or
settlement of such derivative action. Additionally, in the context of a
derivative action, DGCL Section 145 requires court approval before there
can be any indemnification where an Indemnified Party has been found liable
to the corporation. The statute provides that it is not exclusive of other
indemnification arrangements that may be granted pursuant to a
corporation's charter, by-laws, disinterested director vote, stockholder
vote, agreement, or otherwise.
Section 102(b)(7) of the DGCL permits a corporation to provide in its
certificate of incorporation that a director of the corporation shall not
be personally liable to the corporation or its stockholders for monetary
damages for breach of fiduciary duty as a director, except for liability
for (i) any breach of the director's duty of loyalty to the corporation or
its stockholders, (ii) acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) any willful or
negligent declaration of an unlawful dividend, stock purchase or
redemption, or (iv) any transaction from which the director derived an
improper personal benefit.
The Certificate of Incorporation and By-Laws of the Company provide
that directors and officers of the Company shall not, to the fullest extent
permitted by the DGCL, be liable to the Company or any of its stockholders
for monetary damages for any breach of fiduciary duty as a director or
officer, as the case may be. The Certificate of Incorporation and By-Laws
of the Company also provide that if the DGCL is amended to permit further
elimination or limitation of the personal liability of directors and
officers, then the liability of the directors and officers of the Company
shall be eliminated or limited to the fullest extent permitted by the DGCL,
as so amended.
The Company has entered into agreements to indemnify its directors and
officers in addition to the indemnification provided for in its Certificate
of Incorporation and By-Laws. These agreements, among other things,
indemnify the Company's directors and officers to the fullest extent
permitted by Delaware law for certain expenses (including attorney's fees),
liabilities, judgments, fines and settlement amounts incurred by such
person arising out of or in connection with such person's service as a
director or officer of the Company or an affiliate of the Company.
The Company maintains directors' and officers' liability insurance,
under which its directors and officers are insured, within the limits and
subject to the limitations of the policies, against certain expenses in
connection with the defense of, and certain liabilities which might be
imposed as a result of, actions, suits or proceedings to which directors
and officers are parties by reason of being or have been directors or
officers of the Company, as the case may be.
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
A. Exhibits:
4.1* -- Restated Certificate of Incorporation of the
Company (including Certificate of Designation,
Preferences and Rights of Series A Junior
Participating Preferred Stock).
4.2* -- Amended and Restated By-Laws of the Company.
4.3** -- Specimen form of the Company's Common Stock
Certificate.
4.4*** -- Rights Agreement, dated as of January 6, 1997
between the Company and ChaseMellon Shareholder
Services, LLC.
4.5**** -- Amendment No. 1 to the Rights Agreement, dated as
of March 10, 1999 between the Company and
ChaseMellon Shareholder Services, LLC.
5+ -- Opinion of Fried, Frank, Harris, Shriver &
Jacobson as to the validity of the securities
being registered.
23.1+ -- Consent of Fried, Frank, Harris, Shriver &
Jacobson (included in Exhibit 5).
23.2 -- Consent of Deloitte & Touche LLP.
24+ -- Powers of Attorney (included on signature page).
All supporting schedules have been omitted either because they are not
required or the information required to be set forth therein is included in
the financial statements or in the notes thereto.
- --------------------------
* Incorporated herein by reference from the Company's Annual Report on
Form 10-K/A for the year ended December 31, 1998, filed with the
Securities and Exchange Commission on March 25, 1999 (Reg. No.
333-22861).
** Incorporated herein by reference to Exhibit 4.4 of the Company's
Registration Statement on Form S-8 filed with the Securities and
Exchange Commission on July 20, 1998 (Reg. No. 333-22861).
*** Incorporated herein by reference from the Company's Registration
Statement on Form 8-A, filed with the Commission on January 10, 1997
(File No. 1-12929).
**** Incorporated herein by reference from the Company's Registration
Statement on Form 8-A/A, filed with the Commission on March 16, 1999
(File No. 1-5442).
+ Previously filed.
<PAGE>
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. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high and of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than 20 percent change in the maximum aggregate
offering price set forth in the "Calculation of Registration Fee" table in
the effective 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;
unless, in the case of clauses (i) and (ii) above, the information
required to be included in a post-effective amendment by those paragraphs
is contained in periodic reports filed with or furnished to the Commission
by the registrant pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in 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 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.
(c) 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.
(d) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 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 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.
<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 Amendment No. 1 to the Registration Statement to be signed on its
behalf by the undersigned, thereunder duly authorized, in the City of
Melville, State of New York, on April 26, 1999.
GENERAL SEMICONDUCTOR, INC.
By: *
------------------------------
Ronald A. Ostertag
Chairman, President and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Amendment No. 1 to the Registration Statement has been signed by the
following persons in the capacities and on the dates indicated.
SIGNATURE CAPACITY IN WHICH SIGNED DATE
--------- ------------------------ ----
* Chairman, President and
-------------------------- Chief Executive Officer
Ronald A. Ostertag (Principal Executive Officer)
/s/ Andrew M. Caggia
-------------------------- Senior Vice President
Andrew M. Caggia and Chief Financial Officer
(Principal Financial Officer)
* Vice President and Controller
-------------------------- (Principal Accounting Officer)
Robert J. Gange
* Director
--------------------------
Steven B. Klinsky
* Director
--------------------------
Ronald Rosenzweig
* Director
--------------------------
Peter A. Schwartz
* Director
--------------------------
Samuel L. Simmons
* Director
--------------------------
Prof. Gerard T. Wrixon
* /s/ Andrew M. Caggia April 26, 1999
--------------------------
By: Andrew M. Caggia
As Attorney-in-fact
<PAGE>
EXHIBIT INDEX
Exhibit Number Description Page
- -------------- ----------- ----
4.1* -- Restated Certificate of Incorporation of the
Company (including Certificate of
Designation, Preferences and Rights of Series
A Junior Participating Preferred Stock).
4.2* -- Amended and Restated By-Laws of the Company.
4.3** -- Specimen form of the Company's Common Stock
Certificate.
4.4*** -- Rights Agreement, dated as of January 6, 1997
between the Company and ChaseMellon
Shareholder Services, LLC.
4.5**** -- Amendment No. 1 to the Rights Agreement,
dated as of March 10, 1999 between the
Company and ChaseMellon Shareholder Services,
LLC.
5+ -- Opinion of Fried, Frank, Harris, Shriver &
Jacobson as to the validity of the securities
being registered.
23.1+ -- Consent of Fried, Frank, Harris, Shriver &
Jacobson (included in Exhibit 5).
23.2 -- Consent of Deloitte & Touche LLP.
24+ -- Powers of Attorney (included on signature
page).
--------------------------------
* Incorporated herein by reference from the Company's Annual Report on
Form 10-K/A for the year ended December 31, 1998, filed with the
Securities and Exchange Commission on March 25, 1999 (Reg. No.
333-22861).
** Incorporated herein by reference to Exhibit 4.4 of the Company's
Registration Statement on Form S-8 filed with the Securities and
Exchange Commission on July 20, 1998 (Reg. No. 333-22861).
*** Incorporated herein by reference from the Company's Registration
Statement on Form 8-A, filed with the Commission on January 10, 1997
(File No. 1-12929).
**** Incorporated herein by reference from the Company's Registration
Statement on Form 8-A/A, filed with the Commission on March 16, 1999
(File No. 1-5442).
+ Previously filed.
EXHIBIT 23.2
INDEPENDENT AUDITORS' CONSENT
- -----------------------------
We consent to the incorporation by reference in Amendment No. 1 to
Registration Statement No. 333-62285 of General Semiconductor, Inc. on Form
S-3 of our report dated February 3, 1999, appearing in the Annual Report on
Form 10-K/A of General Semiconductor, Inc. for the year ended December 31,
1998 and to the reference to us under the heading "Experts" in the
Prospectus, which is part of this Registration Statement.
/S/ DELOITTE & TOUCHE LLP
Jericho, New York
April 22, 1999
