SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-B/A
Amendment No. 2
For Registration of Securities of Certain Successor Issuers File
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 or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
2975 Stender Way, Santa Clara, California 95054
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(Address of Principal Executive Offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on Which
to be so Registered Each Class is to be Registered
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Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock ($.001 par value).
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Title of Class
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The undersigned Registrant hereby amends the following items of its
Form 8-B filed September 24, 1987 as amended by its Form 8 filed March 31, 1989:
Item 3. Securities to be Registered.
The Registrant currently has 200,000,000 shares of authorized Common
Stock, $.001 par value, of which approximately 77,185,999 shares were
issued and outstanding on September 30, 1995. The Registrant has
10,000,000 shares of authorized Preferred Stock, $.001 par value, no
shares of which are outstanding, but 650,000 shares of which have been
reserved for issuance and designated as Series A Junior Participating
Preferred Stock. No shares are held in Treasury.
Item 4. Description of Registrant's Securities to be Registered
Common Stock
On September 30, 1995, there were approximately 77,185,999 shares of
Common Stock, $.001 par value, outstanding. The holders of Common Stock
are entitled to one vote for each share held of record on all matters
submitted to a vote of stockholders and, upon giving notice as required
by law, may cumulate their votes in the election of directors. The
Company's Board of Directors is divided into three classes. Class I
consists of one director. Classes II and III each consist of two
directors. Each director is elected for a three-year term. One class of
directors is elected annually, and the remaining classes continue their
respective three-year terms. Accordingly, it would take at least two
annual meetings for a majority of stockholders to make a change in
control of the Board, since only a minority of the directors will be
elected at each meeting.
Preferred Stock
The Board of Directors has the authority to issue up to 10,000,000
shares of Preferred Stock in one or more series, to establish from time
to time the number of shares to be included in each such series, to fix
the designation, powers, preferences and rights of the shares of each
such series and any qualifications, limitations or restrictions
thereof, and to increase or decrease the number of shares of any such
series (but now below the number of shares of such series then
outstanding), without any further vote or action by the stockholders of
the Company. Thus, the Board of Directors, without stockholder
approval, can issue Preferred Stock with voting and conversion rights
that could adversely affect, among other things, the voting power of
the holders of Common Stock. Because the terms of the Preferred Stock
may be fixed by the Board of Directors without stockholder action, the
Preferred Stock could be issued quickly with terms calculated to delay
or prevent a change in control of the Company or to make the removal of
management more difficult. Under certain circumstances, this could have
the effect of decreasing the market price of the Common Stock.
Fair Price Amendment
In September 1987, the Company's stockholders approved a fair price
amendment to the Articles of Incorporation, whereby business
combinations involving the Company and stockholders holding more than
10% of the Company's voting stock ("Related Persons") require the
approval of at least 75% of the voting stock, including 66-2/3% of the
voting stock held by non-Related Persons. This Amendment is not
applicable to mergers and
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consolidations involving a Related Person if the price to be paid to
the stockholders of the Company in the business combination is as high
as the highest price paid by such Related Person in acquiring any
Common Stock within the prior two years.
Stockholder Rights Plan
In December 1988, the Company's Board of Directors approved a rights
plan whereby it declared a dividend of one preferred share purchase
right ("Purchase Right") for each outstanding share of Common Stock of
the Company. Pursuant to the terms of the rights plan, as a result of a
split of the Company's Common Stock, effected in the form of a stock
dividend, in September 1995, each outstanding share of Common Stock is
now entitled to a dividend of one-half of one Purchase Right. A
Purchase Right entitles the registered holder, on the occurrence of
certain events relating to an attempted unsolicited acquisition of
control of the Company, to purchase from the Company, Series A Junior
Participating Preferred Stock, par value $.001 per share ("Series A
Preferred Stock"), or Common Stock, depending on the circumstances of
the unsolicited attempted acquisition. The Purchase Rights were
registered with the Securities and Exchange Commission on a
Registration Statement on Form 8-A filed on December 21, 1988 (as
amended by a Form 8-A/A dated February 27, 1992 and a Form 8-A/A filed
on October 19, 1995).
Subject to preferences that may be applicable to any shares of
Preferred Stock outstanding, holders of Common Stock are entitled to
receive ratably such dividends as the Board of Directors may declare
out of funds legally available therefor. In the event of a liquidation,
dissolution, or winding up of the Company, holders of Common Stock are
entitled to share ratably in all assets remaining after payment of
liabilities and the liquidation preference of any Preferred Stock
outstanding. Holders of Common Stock have no preemptive rights and have
no rights to convert their Common Stock into any other securities. The
shares of Common Stock outstanding are fully paid and nonassessable.
Delaware General Corporation Law Section 203
As a corporation organized under the laws of the State of Delaware, the
Company is subject to Section 203 of the Delaware General Corporation
Law (the "DGCL") which restricts certain business combinations between
the Company and an "interested stockholder" (in general, a stockholder
owning 15% or more of the Company's outstanding voting stock) or its
affiliates or associates for a period of three years following the date
on which the stockholder becomes an "interested stockholder." The
restrictions do not apply if (i) prior to an interested stockholder
becoming such, the Board of Directors approves either the business
combination or the transaction in which the stockholder becomes an
interested stockholder, (ii) upon consummation of the transaction in
which the stockholder becomes an interested stockholder, such
interested stockholder owns at least 85% of the voting stock of the
Company outstanding at the time the transaction commences (excluding
shares owned by certain employee stock ownership plans and persons who
are both directors and officers of the Company) or (iii) on or
subsequent to the date an interested stockholder becomes such, the
business combination is both approved by the Board of Directors and
authorized at an annual or special meeting of the Company's
stockholders, not by written consent, but by the affirmative vote of at
least 66-2/3% of the outstanding voting stock not owned by the
interested stockholder.
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Item 5. Financial Statements and Exhibits
(a) Financial Statements. As provided in Instruction (a) of
Instructions as to Financial Statements for Form 8-B, no
financial statements are being filed with this Registration
Statement since the capital structure and balance sheet of
the Registrant immediately after the succession were
substantially the same as those of IDT-California.
(b) 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-B to be signed on its behalf by the undersigned, thereto
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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2.1* The Agreement and Plan of Merger dated as of
September 23, 1987 between Integrated Device
Technology - Delaware, Inc. and Integrated Device
Technology, Inc. (previously filed as Exhibit 1
to the Registration Statement on Form 8-B dated
September 23, 1987).
3.1* Restated Certificate of Incorporation (previously
filed as Exhibit 3A to the 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 Incorporation, 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 (filed as Exhibit 4.2 to the
Registration Statement on Form 8-A/A filed on
October 19, 1995).
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)).
10.1* Lease for 1566 Moffet Street, Salinas,
California, dated June 28, 1985 between the
Company and Carl E. Berg and Clyde J. Berg, dba
Berg & Berg Developers (previously filed as
Exhibit 10.7 to Form S-1 Registration Statement
(File No. 33-3189)).
10.2* Assignment of Lease dated October 30, 1985
between the Company and Synertek Inc. relating to
2975 Stender Way, Santa Clara, California
(previously filed as Exhibit 10.4 to Annual
Report on Form 10-K for the Fiscal Year Ended
April 1, 1990).
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Exhibit No. Description Page
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10.3* Assignment of Lease dated October 30, 1985
between the Company and Synertek Inc. relating to
3001 Stender Way, Santa Clara, California
(previously filed as Exhibit 10.5 to Annual
Report on Form 10-K for Fiscal Year Ended April
1, 1990).
10.4* Lease dated October 23, 1989 between Integrated
Device Technology International Inc. and RREEF
USA FUND - III (previously filed as Exhibit 10.6
to Annual Report on Form 10-K for the Fiscal Year
Ended April 1, 1990).
10.5* First Deed of Trust and Assignment of Rents,
Security Agreement and Fixture Filing dated March
28, 1990 between the Company and Santa Clara Land
Title Company for the benefit of The Variable
Annuity Life Insurance Company relating to 2670
Seeley Avenue, San Jose, California (previously
filed as Exhibit 10.7 to Annual Report on Form
10-K for the Fiscal Year Ended April 1, 1990).
10.6* Amended and Restated 1984 Employee Stock Purchase
Plan (previously filed as Exhibit 10.16 to the
Quarterly Report on Form 10-Q for the Fiscal
Quarter Ended October 2, 1994).
10.7* 1994 Stock Option Plan and related documents
(previously filed as Exhibit 4.8 to the
Registration Statement on Form S-8 filed October
2, 1995 (File number 33-63133)).
10.8* 1994 Directors Stock Option Plan and related
documents (previously filed as Exhibit 10.18 to
the Quarterly Report on Form 10-Q for the Fiscal
Quarter Ended October 2, 1994).
10.9* Form of Indemnification Agreement between the
Company and its directors and officers
(previously filed as Exhibit 10.68 to Annual
Report on Form 10-K for the Fiscal Year Ended
April 2, 1989).
10.10* Manufacturing, Marketing and Purchase Agreement
between the Company and MIPS Computer Systems,
Inc. dated January 16, 1988 (previously filed as
Exhibit 10.12 to Annual Report on Form 10-K for
the Fiscal Year Ended March 29, 1992)
(Confidential Treatment Granted).
10.11* Preferred Stock Purchase Agreement dated January
14, 1992 among the Company, Berg & Berg
Enterprises, Inc. and Quantum Effect Design, Inc.
(previously filed as Exhibit 10.13 to Annual
Report on Form 10-K for the Fiscal Year Ended
March 29, 1992).
10.12* Patent License Agreement between the Company and
American Telephone and Telegraph Company dated
May 1, 1992 (previously filed as Exhibit 19.1 to
Quarterly Report on Form 10-Q for the Quarter
Ended June 28, 1992) (Confidential Treatment
Granted).
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Exhibit No. Description Page
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10.13* Patent License Agreement dated September 22, 1992
between the Company and Motorola, Inc.
(previously filed as Exhibit 19.1 to Quarterly
Report on Form 10-Q for the Quarter Ended
September 27, 1992) (Confidential Treatment
Granted).
10.14* Agreement between the Company and Texas
Instruments Incorporated effective December 10,
1992, including all related exhibits, among
others, the Patent Cross-License Agreement and
the OEM Purchase Agreement (previously filed as
Exhibit 19.1 to Quarterly Report on Form 10-Q for
the quarter Ended December 27, 1992)
(Confidential Treatment Granted).
10.15* Series A Preferred Stock Purchase Agreement dated
July 16, 1992 among Monolithic System Technology,
Inc. and certain purchasers (previously filed as
Exhibit 10.12 to the Quarterly Report on Form
10-Q for the Fiscal Quarter Ended October 2,
1994).
10.16* Series B Preferred Stock Purchase Agreement dated
March 1994 among Monolithic System Technology,
Inc. and certain purchasers (previously filed as
Exhibit 10.13 to the Quarterly Report on Form
10-Q for the Fiscal Quarter Ended October 2,
1994).
10.17* Series C Preferred Stock Purchase Agreement dated
June 13, 1994 among Monolithic System Technology,
Inc. and certain purchasers (previously filed as
Exhibit 10.14 to the Quarterly Report on Form
10-Q for the Fiscal Quarter Ended October 2,
1994.
10.18* Domestic Distributor Agreement between the
Company and Wyle Laboratories, Inc. Electronic
Marketing Group dated as of April 15, 1994
(previously filed as Exhibit 10.15 to the
Quarterly Report on Form 10-Q for the Fiscal
Quarter Ended October 2, 1994).
10.19* Lease Extension and Modification Agreement
between the Company and Baccarat Silicon, Inc.
dated as of September 1, 1994, relating to 1566
Moffet Street, Salinas, California (previously
filed as Exhibit 10.16 to the Quarterly Report on
Form 10-Q for the Fiscal Quarter Ended October 2,
1994).
10.20* Promissory Note dated April 28, 1995 between L.
Robert Phillips and the Company and related
document (previously filed as Exhibit 10.20 to
the Annual Report on Form 10-K for the Fiscal
Year Ended April 2, 1995).
10.21* Sublease of the Land and Lease of the Improvement
by and between Sumitomo Bank Leasing and Finance,
Inc. and the Company dated January 27, 1995 and
related agreements thereto (previously filed as
Exhibit 10.21 to the Annual Report on Form 10-K
for the Fiscal Year Ended April 2, 1995).
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Exhibit No. Description Page
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11.1* Statement regarding computation of per share
earnings (previously filed as Exhibit 11.1 to the
Quarterly Report on Form 10-Q for the Fiscal
Quarter Ended July 2, 1995)
21.1* Subsidiaries of the Company (previously filed as
Exhibit 21.1 to the Annual Report on Form 10-K
for the Fiscal Year Ended April 2, 1995).
99.1* Proxy Statement of IDT - California dated August
11, 1987 (previously filed as Exhibit 2 to the
Registration Statement on Form 8-B dated
September 23, 1987).
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* These exhibits were previously filed with the
Commission as indicated and are incorporated
herein by reference.
