As filed with the Securities and Exchange Commission on August 5, 1994.
Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
INTEGRATED DEVICE TECHNOLOGY, INC.
(Exact name of registrant as specified in its charter)
Delaware 94-2669985
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2975 Stender Way
Santa Clara, California 95054
(Address of Principal Executive Office) (Zip Code)
INTEGRATED DEVICE TECHNOLOGY, INC.
1994 DIRECTORS STOCK OPTION PLAN
1994 STOCK OPTION PLAN
1985 INCENTIVE AND NONQUALIFIED STOCK OPTION PLAN
1984 EMPLOYEE STOCK PURCHASE PLAN
(Full title of the plan)
JACK MENACHE Copy to:
Vice President, General Counsel Katherine T. Tallman, Esq.
and Secretary Fenwick & West
Integrated Device Technology, Inc. Two Palo Alto Square
2975 Stender Way Suite 800
Santa Clara, California 95054 Palo Alto, California 94306
(408) 727-6116 (415) 494-0600
(Name, address and telephone (Counsel to the Registrant)
number, including area code,
of agent for service)
CALCULATION OF REGISTRATION FEE
Title of Amount Proposed Maximum Proposed Amount of
Securities To To Be Offering Price Maximum Aggregate Registration
Be Registered Registered per Share Offering Price (1) Fee
Common Stock 3,154,000 $18.0625 $56,969,125 $19,644.53
shares
(1) Calculated in accordance with Rule 457 under the Securities Act of 1933
and based upon an average of the high and low prices reported by the
National Association of Securities Dealers, Inc. Automated Quotation System
on August 1, 1994.
_______________________
The Registration Statement shall become effective upon filing in
accordance with Rule 462 under the Securities Act of 1933.
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
Item 1. Plan Information.*
Item 2. Registrant Information and Employee Plan Annual Information.*
* Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from the Registration Statement in accordance
with Rule 428 under the Securities Act of 1933 (the "Securities Act")
and the Note to Part I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference.
There are hereby incorporated by reference in this Registration
Statement the following documents and information heretofore filed with
the Securities and Exchange Commission:
(1) The Company's Annual Report on Form 10-K for the fiscal year
ended April 3, 1994, filed pursuant to Section 13 of the Securities
Exchange Act of 1934 (the "Exchange Act").
(2) The Company's Quarterly Report on Form 10-Q for the quarter
ended July 3, 1994 filed pursuant to Section 13 of the Exchange
Act.
(3) The description of the Company's Common Stock to be offered
hereby which is contained in its Registration Statement on
Form 8-B filed September 24, 1987, as amended by the Company's
Form 8 dated March 28, 1989, and the Company's Registration
Statement on Form 8-A dated December 20, 1988, as amended by the
Company's Form 8 dated February 27, 1992.
All documents filed by the Company pursuant to Sections 13, 14 and
15(d) of the Exchange Act after the date of this Registration Statement,
and prior to the filing of a post-effective amendment which indicates that
all securities offered have been sold or which deregisters all securities
then remaining unsold, shall be deemed to be incorporated by reference in
this Registration Statement and to be a part hereof from the date of filing
of such documents.
The consolidated financial statements of Integrated Device Technology,
Inc. for the fiscal year ended April 3, 1994 included in the Company's
Annual Report on Form 10-K have been audited by Price Waterhouse,
independent auditors, as set forth in their report thereon included therein
and incorporated herein by reference. Such financial statements are
incorporated herein by reference in reliance upon such report of Price
Waterhouse pertaining to such financial statements (to the extent covered
by consents filed with the Securities and Exchange Commission) given upon
the authority of such firm as experts in accounting and auditing.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
None.
Item 6. Indemnification of Directors and Officers.
Section 145 of the Delaware General Corporation Law permits a
corporation to grant indemnification to directors, officers and other
agents in terms sufficiently broad to permit indemnification under
certain circumstances for liabilities, including expenses, arising in
connection with the Securities Act of 1933, as amended. Pursuant to the
Bylaws of the Company, directors and officers of the Company are
indemnified to the full extent permitted by law against all expenses
(including attorneys' fees), judgments, fines or settlement amounts
incurred or paid by them in any action or proceeding, including any action
by or on behalf of the Company, on account of their service as an officer
or director of the Company. The Bylaws further provide that the rights
conferred under such Bylaws shall not be deemed exclusive of any other
right to which such persons may be entitled under Delaware General
Corporation Law, the Company's Certificate of Incorporation, any bylaw,
agreement, vote of stockholders or disinterested directors or otherwise.
The Restated Certificate of Incorporation of the Company precludes, with
certain exceptions, the Company and its stockholders from recovering
monetary damages from directors for business decisions that breach such
directors' fiduciary duty.
The Company also maintains directors and officers insurance policies
which insure directors and officers against losses arising from certain
wrongful acts in their official capacities and reimburses the Company for
such loss for which the Company has lawfully indemnified the directors and
officers. In addition, the Company has entered into an Indemnification
Agreement with each of its directors and officers whereby the Company has
agreed to indemnify each director and officer from and against any and all
expenses, losses, claims, damages and liabilities incurred by such director
or officer while acting in his or her official capacity.
The Underwriting Agreement among the Company, the selling shareholders
and the underwriters of the Company's October 1993 public offering contains
certain provisions pursuant to which the underwriters may, under certain
circumstances, indemnify the directors and officers of the Company.
Directors and officers of the Company may also be indemnified in certain
circumstances under the terms of other underwriting agreements entered
into by the Company in connection with prior public offerings.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
See Index to Exhibits.
Item 9. 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;
(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 paragraphs (a)(1)(i) and (a)(1)(ii)
do not apply if the Registration Statement is on Form S-3 or Form S-8,
and the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed
by the Registrant pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in the Registration
Statement.
(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.
(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 further 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 (and, where applicable, each filing
of an employee benefit plan's annual report pursuant to 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.
(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or
otherwise, the Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against
public policy as expressed in the 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.
SIGNATURES
Pursuant to the requirements of the Securities Act, 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 Clara, State of California,
on August 4, 1994.
INTEGRATED DEVICE TECHNOLOGY, INC.
By: /s/Jack Menache
_____________________________
Jack Menache,
Vice President and
Secretary
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Leonard C. Perham and Jack Menache,
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 and in
his 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 might
or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or his substitute or substitutes, may do or
cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on
the date indicated:
Signature Title Date
_________ _____ ____
/s/D. John Carey Chairman of the Board of Directors August 4, 1994
________________
D. John Carey
/s/Leonard C. Perham Chief Executive Officer (Principal August 4, 1994
____________________ Executive Officer), President and
Leonard C. Perham Director
/s/William D. Snyder Vice President, Finance and August 4, 1994
____________________ Chief Financial Officer (Principal
William D. Snyder Financial and Accounting Officer)
/s/Carl E. Berg Director August 4, 1994
____________________
Carl E. Berg
/s/John C. Bolger Director August 4, 1994
____________________
John C. Bolger
/s/Federico Faggin Director August 4, 1994
___________________
Federico Faggin
INDEX TO EXHIBITS
Exhibit Sequentially
Number Exhibit Numbered Page
4.1* Restated Certificate of Incorporation (previously
filed as Exhibit 3A to Registration Statement on
Form 8-B [File No. 0-12695] dated September 23,
1987).
4.2* Certificate of Amendment of Restated Certificate of
Incorporation (previously filed as Exhibit 3.2 to
Annual Report on Form 10-K [File No. 0-12695] for
the fiscal year ended April 2, 1989).
4.3* Certificate of Designation, Preferences and Rights
of Series A Junior Participating Preferred Stock
(previously filed as Exhibit 3.3 to Annual Report
on Form 10-K [File No. 0-12695] for the fiscal
year ended April 2, 1989).
4.4* Bylaws (previously filed as Exhibit 3.4 to Annual
Report on Form 10-K [File No. 0-12695] dated March 28,
1993).
4.5* Amended and Restated Rights Agreement dated as of
February 27, 1992, between the Company and The First
National Bank of Boston (previously filed as Exhibit
4.1 to Current Report on Form 8-K [File No. 0-12695]
dated February 27, 1992).
5.1 Opinion regarding legality of securities to be offered. 9
24.1 Consent of Independent Accountants. 8
24.2 Consent of Fenwick & West (included in Exhibit 5.1). 9
24.1 Power of Attorney (see page 5). 5
______
* The exhibits were previously filed with the Commission as indicated and
are incorporated herein by reference.
EXHIBIT 24.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated April 27, 1994 appearing on page
12 of the Annual Report of Integrated Device Technology, Inc. on Form 10-K
for the year ended April 3, 1994.
Price Waterhouse LLP
San Jose, California
August 4, 1994
EXHIBIT 5.1
August 4, 1994
Integrated Device Technology, Inc.
2975 Stender Way
Santa Clara, CA 95054
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
With reference to the Registration Statement on Form S-8 to be filed
by Integrated Device Technology, Inc., a Delaware corporation (the
"Company"), with the Securities and Exchange Commission under the Securities
Act, relating to 3,154,000 shares of Common Stock of the Company to be
sold and issued by the Company pursuant to its 1994 Stock Option Plan, 1994
Directors Stock Option Plan, 1985 Incentive and Nonqualified Stock Option
Plan and 1984 Employee Stock Purchase Plan (the "Plans"), it is our opinion
that such shares of the Common Stock of the Company, when issued and sold
in accordance with the Plans, will be legally issued, fully paid and
nonassessable.
We hereby consent to the filing of this opinion with the Securities
and Exchange Commission as Exhibit 5.1 to the Registration Statement.
Very truly yours,
FENWICK & WEST
