SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-A/A
AMENDMENT NO. 2
For Registration of Certain Classes of Securities
Pursuant to Section 12(b) or 12(g) of the
Securities Exchange Act of 1934
INTEGRATED DEVICE TECHNOLOGY, INC.
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(Exact name of Registrant as specified in its charter)
DELAWARE 94-2669985
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(State of incorporation or organization) (I.R.S. Employer Identification No.)
2975 STENDER WAY
SANTA CLARA, CALIFORNIA 95054
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(Address of principal executive offices) (Zip code)
If this Form relates to the If this Form relates to the
registration of a class of registration of a class of
debt securities and is debt securities and is to
effective upon filing pursuant become effective simultaneously
to General Instruction A(c)(1) with the effectiveness of a
please check the following concurrent registration
box. [ ] statement under the Securities
Act of 1933 pursuant to General
Instruction A(c)(2) please
check the following box. [ ]
Securities to be registered pursuant to
Section 12(b) of the Act:
NONE.
Securities to be registered pursuant to
Section 12(g) of the Act:
PREFERRED SHARE PURCHASE RIGHT
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(Title of Class)
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The undersigned registrant hereby amends the following items
of its Registration Statement on Form 8-A dated December 20, 1988 as amended by
its Registration Statement on Form 8-A/A dated February 27, 1992:
Item 1. Description of Registrant's Securities to be Registered.
On February 18, 1992, the Board of Directors of Integrated
Device Technology, Inc. (the "Company") approved certain amendments to the
Company's Stockholder Rights Plan, which became effective on February 27, 1992.
Two significant amendments were approved. First, the Rights Plan was amended to
provide that upon the acquisition by any person of 15% or more of the Company's
stock, each holder of a Right (as such term is defined below), upon exercise
thereof, is entitled to purchase shares of the Company's common stock par value
$.001 per share (the "Common Stock"), worth twice the exercise price of the
Right. Second, an exchange provision was added which allows the Board, after an
acquisition of 15% or more of the Company's stock, to cause each Right, other
than Rights held by the person or persons who acquired 15% or more of the
Company's stock, to be exchanged for Common Stock or substitute consideration
with a value equal to the exercise price of the Rights. Additional conforming
amendments were also approved. The Amended and Restated Rights Agreement (the
"Rights Agreement") was executed on February 27, 1992 by the Company and the
First National Bank of Boston, as Rights Agent. A summary of the entire Rights
Plan as amended is provided below.
On December 20, 1988, the Board of Directors of the Company
declared a dividend of one preferred share purchase right (a "Right") for each
outstanding share of Common Stock. Upon declaration of effectiveness, by the
Securities and Exchange Commission, of a Registration Statement on Form 8-A
covering the Rights, the dividend was payable to the stockholders of record at
the close of business on December 20, 1988 (the "Record Date"). As a result of a
two-for-one stock split, in the form of a stock dividend, payable to holders of
record of the Company's Common Stock as of August 25, 1995, the number of Rights
associated with each share of Common Stock was proportionately adjusted to
one-half of a Right per share of Common Stock. Each Right entitles the
registered holder to purchase form the Company one-hundredth of a share of
Series A Junior Participating Preferred Stock, par value $.001 per share (the
"Preferred Stock"), of the Company, at a price of $50 per one-hundredth of a
share of Preferred Stock (the 'Purchase Price"), subject to adjustment. The
description and terms of the Rights are set forth in the Rights Agreement.
Initially, the Rights will be attached to all outstanding
shares of Common Stock, and no separate certificates evidencing the Rights (the
"Rights Certificates") will be distributed. The Rights will be evidenced, with
respect to any of the Common Stock certificates outstanding as of the Record
Date, by such Common Stock certificate until the earlier to occur of: (i) 10
business days (or such other date as may be determined by a majority of the
Board of Directors, excluding directors who are Acquiring Persons or affiliated
or associated with Acquiring Persons, as defined below (the "Continuing
Directors")), following a public announcement that a person or group of
affiliated or associated persons (an "Acquiring Person") has acquired, or
obtained the rights to acquire, beneficial ownership of 15% or more of the
outstanding shares of Common Stock (the "Stock Acquisition Date"), or (ii) 10
business days (or such other date as may be determined by a majority of the
Continuing Directors) following the commencement of or announcement of intention
to make a tender offer or exchange offer which would result in any Person or
group and related Persons becoming an Acquiring Person (the earlier of such
dates being referred to as the "Distribution Date"). Until the Distribution Date
(or earlier redemption, exchange or expiration of the Rights), (A) the Rights
will be transferred with and only with the
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Common Stock certificates, (B) new Common Stock certificates issued after the
Record Date upon transfer or new issuance of the Common Stock will contain a
notation incorporating the Rights Agreement by reference, and (C) the surrender
for transfer of any certificates for Common Stock will also constitute the
transfer of the Rights associated with the Common Stock represented by such
certificate.
As soon as practical following the Distribution Date, Rights
Certificates will be mailed to holders of record of the Common Stock as of the
close of business on the Distribution Date and, thereafter, such separate Rights
Certificates alone will evidence the Rights. Except in connection with employee
stock option plans existing as of the Distribution Date, the exercise,
conversion or exchange of the Company's 5 1/2% Convertible Subordinated Notes
due 2002 (to the extent outstanding) and as otherwise determined by the Board of
Directors, only shares of Common Stock issued prior to the Distribution Date
will be issued with Rights.
The Rights are not exercisable until the Distribution Date and
the power of the Company to redeem the Rights has expired. The Rights will
expire at the close of business on December 20, 1998 (the "Final Expiration
Date"), unless earlier redeemed by the Company as described below.
Unless the Rights are earlier redeemed or exchanged, in the
event that a Person shall become an Acquiring Person, then each holder of a
Right will thereafter have the right to receive, upon exercise of each Right,
shares of Common Stock having a value equal to two times the Purchase Price. In
the event that the Company does not have sufficient shares of Common Stock
available for all Rights to be exercised, or the Board of Directors decides that
such action is necessary and not contrary to the interests of Rights holders,
the Company may instead substitute cash, property or other securities for the
Common Stock into which the Rights would have been exchanged.
Similarly, unless the Rights are earlier redeemed, in the
event that, at any time following the Stock Acquisition Date, (a) the Company is
acquired in a merger or other business combination transaction in which the
Company is not the surviving corporation or in which shares of the Company's
outstanding Common Stock are changed or exchanged for stock or assets of another
person or (b) 50% or more of the Company's assets or earning power is sold or
transferred, proper provision shall be made so that each holder of a Right shall
thereafter have the right to receive, upon the exercise thereof, shares of
Common Stock of the acquiring Company having a value equal to two times the
Purchase Price.
Notwithstanding any of the foregoing in the preceding two
paragraphs, all Right that are or (under circumstances specified in the Rights
Agreement) were, beneficially owned by any Acquiring Person shall immediately be
null and void.
The Purchase Price payable, the number of Rights, and the
number of one-hundredths of a share of Preferred Stock or other securities or
property issuable, upon exercise of the Rights, are subject to adjustment from
time to time to prevent dilution (i) in the event of a stock dividend on, or a
subdivision, combination or reclassification of, the Preferred Stock, (ii) upon
the grant to holders of the Preferred Stock of certain rights or warrants to
subscribe for Preferred Stock or convertible securities at less than the current
market price of the Preferred Stock, or (iii) upon the distribution to holders
of the Preferred Stock of evidences of indebtedness or assets (excluding
periodic dividends) or of subscription rights or warrants (other than those
referred to above).
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With certain exception, no adjustment in the Purchase Price
will be required until cumulative adjustments require an adjustment of at least
1% in such Purchase price. No fractional portion (other than fractions which are
integral multiples of one-hundredth of a share of a share of Preferred Stock) of
a share of Preferred Stock will be issued upon exercise of a Right and in lieu
thereof, an adjustment in cash will be made based on the market price of the
Preferred Stock on the last trading date prior to the date of exercise.
At any time on or prior to the close of business on the
earlier of (i) the tenth day following the Stock Acquisition Date or such later
date as may be determined by a majority of the Continuing Directors and publicly
announced by the Company, or (ii) the Final Expiration date of the Rights, the
Company may redeem the Rights in whole, but not in part, at a price of $.01 per
Right (the "Redemption Price"). Immediately upon the action of the Board of
Directors ordering redemption of the Rights, the right to exercise the Rights
will terminate and the only right of the holders of Rights will be to receive
the Redemption Price.
Subject to applicable law, the Board of Directors, at its
option, may at any time after a Person becomes an Acquiring Person (but not
after the acquisition by such Person of 50% or more of the outstanding Common
Stock), exchange all or part of the then outstanding and exercisable Rights
(except for Rights which have become void) for shares of Common Stock equivalent
to one share of Common Stock per Right or, alternatively, for substitute
consideration consisting of cash, securities or the Company or other assets (or
any combination thereof).
Until a Right is exercised, the holders thereof, as such, will
have no rights as a stockholder of the Company, including without limitation,
the right to vote or receive dividends.
Other than those terms relating to specific economic terms of
the Rights (i.e. Redemption Price, the Final Expiration Date, the Purchase Price
or the number of one-one hundredths of a share of Preferred Stock for which a
Right is exercisable), any of the provisions of the Rights Agreement may be
amended by the Board of Directors of the Company prior to the close of business
on the Distribution Date without the approval of the Rights holders. After the
Distribution Date, the provisions of the Rights Agreement may be amended by the
Board in order to cure any ambiguity, to make changes which do not adversely
affect the interests of holders of Rights (excluding the interests of any
Acquiring Person), or to shorten or lengthen any time period under the Rights
Agreement; provided, however, that no amendment to adjust the time period
governing redemption shall be made at such time as the Rights are not
redeemable.
A copy of the Rights Agreement has been filed with the
Securities and Exchange Commission as an Exhibit to the Company's Current Report
on Form 8-K dated February 27, 1992. A copy of the Rights Agreement is available
to any Stockholder free of charge from the Company. The foregoing description of
the Rights does not purport to be complete and is qualified in its entirety by
reference to the Rights Agreement, which is incorporated herein by reference.
Item 2. Exhibits
The Exhibit Index appearing on page 6 hereof is incorporated herein by
reference.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the Registrant has duly caused this amendment to Registration
Statement on Form 8-A to be signed on its behalf by the undersigned, thereunto
duly authorized.
INTEGRATED DEVICE TECHNOLOGY, INC.
Date: October 18, 1995 By /s/ Jack Menache
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Jack Menache
Vice President, General Counsel and Secretary
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Exhibit Index
Exhibit No. Description Page
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3.1* Restated Certificate of Incorporation (previously
filed as Exhibit 3A to Registration Statement on
Form 8-B dated September 23, 1987).
3.2* Certificate of Amendment of Restated Certificate of
Incorporation (previously filed as Exhibit 3(a) to
the Registration Statement on Form 8 dated March
28, 1989).
3.3* Certificate of Designation, Preferences and Rights
of Series A Junior Participating Preferred Stock
(previously filed as Exhibit 3(a) to the
Registration Statement on Form 8 dated March 28,
1989).
3.4* Certificate of Amendment of Restated Certificate of
Incorporated dated August 24, 1995 (previously
filed as Exhibit 4.3 to the Registration Statement
on Form S-8 filed October 2, 1995 (File number
33-63133)).
3.5* Bylaws dated January 25, 1993 (previously filed as
Exhibit 3.4 to Annual Report on Form 10-K for the
Fiscal Year Ended March 28, 1993).
4.1* Amended and Restated Rights Agreement dated as of
February 27, 1992 (the "Rights Agreement"), between
the Company and the First National Bank of Boston
(previously filed as Exhibit 4.1 to Current Report
on Form 8-K dated February 27, 1992).
4.2 Amendment dated September 29, 1995 to the Rights
Agreement.
4.3* Form of Indenture between the Company and the First
National Bank of Boston, as Trustee, including Form
of Notes (previously filed as Exhibit 4.6 to the
S-3 Registration Statement (File number 33-59443).
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* Incorporated by reference.
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EXHIBIT 4.2
INTEGRATED DEVICE TECHNOLOGY, INC.
OFFICERS CERTIFICATE
Each of Leonard Perham, President and Chief Executive Officer, and Jack
Menache, Vice President, General Counsel and Secretary of Integrated Device
Technology, Inc., a Delaware Corporation (the "Company") pursuant to the
Indenture dated as of June 1, 1995 (the "Indenture") between the Company and The
First National Bank of Boston, as Trustee, hereby certifies on behalf of the
Company that the Company has amended Section 22 of its Amended and Restated
Rights Agreement dated as of February 27, 1992 as set forth on Exhibit A
attached hereto in accordance with the requirements of Section 15.5(d) of the
Indenture.
Each of the undersigned further certifies that he has read Section
15.5(d) of the Indenture, has reviewed the Board of Directors resolutions which
amended the Rights Agreement and have made such investigation as the undersigned
believes is necessary to enable him to execute this Officers Certificate, which
satisfies the Company's covenants under the Indenture.
IN WITNESS WHEREOF, each of the undersigned have executed this Officers
Certificate as of the 29th day of September, 1995.
INTEGRATED DEVICE TECHNOLOGY, INC.
By: /s/ Leonard Perham
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President and Chief Executive Officer
By: /s/ Jack Menache
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Vice President, General Counsel and Secretary
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EXHIBIT A
Section 22. Issuance of New Rights Certificates.
Notwithstanding any of the provisions of this Agreement or of the
Rights to the contrary, the Company may, at its option, issue new Rights
Certificates evidencing Rights in such form as may be approved by its Board of
Directors to reflect any adjustment or change in the Purchase Price and the
number or kind or class of shares of stock or other securities or property
purchasable under the Rights Certificates made in accordance with the provisions
of this Agreement. In addition, in connection with the issuance or sale of
shares of Common Stock following the Distribution Date and prior to the
redemption or expiration of the Rights, the Company (a) shall, with respect to
shares of Common Stock so issued or sold pursuant to the exercise of stock
options or otherwise under any employee plan or arrangement, which plan or
arrangement is existing as of the Distribution Date, or upon the exercise,
conversion or exchange of any other securities issued by the Company on or prior
to the Distribution Date, (b) shall, with respect to shares of Common Stock so
issued or sold by the Company upon exercise, conversion or exchange, in whole or
part, of any or all of the 5-1/2% Convertible Subordinated Notes due 2002 issued
pursuant to that certain Indenture dated as of June 1, 1995, as may be amended
from time-to-time, between the Company and the First National Bank of Boston as
Trustee, and (c) may, in any other case, if deemed necessary or appropriate by
the Board of Directors of the Company, issue Rights Certificates representing
the appropriate number of Rights in connection with such issuance or sale;
provided, however, that (i) with respect to subparagraphs (a) and (c) above, no
such Rights Certificates shall be issued if, and to the extent that the Company
shall be advised by counsel that such issuance would create a significant risk
of material adverse tax consequences to the Company or the Person to whom such
Rights Certificates would be issued, and (ii) no such Rights Certificates shall
be issued if, and to the extent that, appropriate adjustment shall otherwise
have been made in lieu of the issuance thereof.
