As filed with the Securities and Exchange Commission on January 29, 1998.
Registration No. 333-_____
- --------------------------------------------------------------------------------
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.
1997 STOCK OPTION PLAN
(Full title of the plan)
JACK MENACHE Copy to:
Vice President, General Counsel Jeffery L. Donovan , Esq.
and Secretary Fenwick & West LLP
Integrated Device Technology, Inc. Two Palo Alto Square
2975 Stender Way Suite 800
Santa Clara, California 95054 Palo Alto, California 94306
(408) 727-6116 (650) 494-0600
------------------------------------ ---------------------------
(Name, address and telephone (Counsel to the Registrant)
number, including area code,
of agent for service)
<TABLE>
CALCULATION OF REGISTRATION FEE
- ----------------------------------------------------------------------------------------------------------------------------
<CAPTION>
Title Of Each Class Of Amount Proposed Maximum Proposed Amount Of
Securities To To Be Offering Price Maximum Aggregate Registration
Be Registered Registered Per Share(2) Offering Price(2) Fee
- --------------------------------------- ------------------------- -------------------- -------------------- ----------------
<S> <C> <C> <C> <C>
Common Stock, $.001 par value 2,500,000 shares(1) $12.03125 $30,078,125 $8,873.05
- --------------------------------------- ------------------------- -------------------- -------------------- ----------------
<FN>
(1) Shares available for grant under the Registrant's 1997 Stock Option Plan.
(2) Calculated in accordance with Rule 457(c) under the Securities Act of
1933, as amended (the "Securities Act"), based upon the average of the
high and low prices of the Registrant's Common Stock as reported by the
Nasdaq National Market on January 27, 1998.
</FN>
</TABLE>
-------------------------------
The Registration Statement shall become effective upon filing in accordance with
Rule 462 under the Securities Act.
<PAGE>
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 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 Registrant's Annual Report on Form 10-K for the fiscal
year ended March 30, 1997, filed pursuant to Section 13 of the
Securities Exchange Act of 1934, as amended (the "Exchange Act").
(2) The Registrant's Quarterly Report on Form 10-Q for the
quarter ended September 28, 1997 filed pursuant to Section 13 of
the Exchange Act.
(3) The description of the Registrant'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 Registrant's
Form 8 dated March 28, 1989 and the Registrant's Form 8-B/A filed
October 19, 1995, and the Registrant's Registration Statement on
Form 8-A dated December 20, 1988, as amended by the Registrant's
Form 8 dated February 27, 1992 and the Registrant's Form 8-A/A
filed October 19, 1995.
All documents filed by the Registrant pursuant to Sections 13(a)
and (c), 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.
Item 4. Description of Securities.
Not applicable.
-2-
<PAGE>
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 Registrant, directors and
officers of the Registrant are indemnified to the fullest 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 Registrant, on account of their
service as an officer or director of the Registrant. 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 Registrant's Certificate of Incorporation, any bylaw,
agreement, vote of stockholders or disinterested directors or otherwise. The
Restated Certificate of Incorporation of the Registrant, as amended, precludes,
with certain exceptions, the Registrant and its stockholders from recovering
monetary damages from directors for business decisions that breach such
directors' fiduciary duty.
The Registrant 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 Registrant for
such loss for which the Registrant has lawfully indemnified the directors and
officers. In addition, the Registrant has entered into an Indemnification
Agreement with each of its directors and officers whereby the Registrant 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 Registrant and the
underwriters of the Registrant's May 1995 public offering contains certain
provisions pursuant to which the underwriters may, under certain circumstances,
indemnify the directors and officers of the Registrant. Directors and officers
of the Registrant may also be indemnified in certain circumstances under the
terms of other underwriting agreements entered into by the Registrant 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;
-3-
<PAGE>
(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 end of the
estimated maximum offering range may be reflected
in the form of prospectus filed with the Securities
and Exchange Commission pursuant to Rule 424(b) if,
in the aggregate, the changes in volume and price
represent no more than a 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;
provided, however, that paragraphs (a)(1)(i) and
(a)(1)(ii) do not apply if the Registration Statement is
on Form S-3, Form S-8 or Form F-3, 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,
-4-
<PAGE>
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.
[THE REMAINDER OF THIS PAGE LEFT INTENTIONALLY BLANK.]
-5-
<PAGE>
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 January 29,
1998.
INTEGRATED DEVICE TECHNOLOGY, INC.
By: /s/ Alan Krock
-----------------------------------------
Alan Krock,
Vice President and Corporate Controller
Acting Co-Principal Financial Officer
Principal Accounting Officer
By: /s/ Brian Boisseree
-----------------------------------------
Brian Boisseree,
Vice President and Treasurer
Acting Co-Principal Financial Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Leonard C. Perham, Alan Krock and Brian
Boisseree, 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.
<TABLE>
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:
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ D. John Carey Chairman of the Board of Directors January 29, 1998
- ------------------------------------
D. John Carey
/s/ Leonard C. Perham Chief Executive Officer January 29, 1998
- ------------------------------------ (Principal Executive Officer),
Leonard C. Perham President and Director
/s/ Carl E. Berg Director January 29, 1998
- ------------------------------------
Carl E. Berg
/s/ John C. Bolger Director January 29, 1998
- ------------------------------------
John C. Bolger
/s/ Federico Faggin Director January 29, 1998
- ------------------------------------
Federico Faggin
</TABLE>
-6-
<PAGE>
INDEX TO EXHIBITS
-----------------
Exhibit
Number Exhibit
------- -------
4.1* Restated Certificate of Incorporation (previously
filed as Exhibit 3A to the Registration Statement on
Form 8-B dated September 23, 1987).
4.2* 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).
4.3* Certificate of Amendment of Restated Certificate of
Incorporation (previously filed as Exhibit 4.3 to the
Registration Statement on Form S-8 (File Number
33-63133) filed on October 2, 1995).
4.4* 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).
4.5* Bylaws (previously filed as Exhibit 3.4 to Annual
Report on Form 10-K for the fiscal year ended March
28, 1993).
4.6* Amended and Restated Rights Agreement dated as of
February 27, 1992, between the Registrant and The
First National Bank of Boston (previously filed as
Exhibit 4.1 to Current Report on Form 8-K dated
February 27, 1992).
4.7* Amendment dated September 29, 1995 to the Rights
Agreement (previously filed as Exhibit 4.2 to
Amendment No. 2 to the Registration Statement on Form
8-A filed October 19, 1995).
4.8* Form of Indenture between the Registrant and the
First National Bank of Boston, as Trustee, including
Form of Notes (previously filed as Exhibit 4.6 to the
Registrant's Registration Statement on Form S-3
declared effective May 25, 1995).
4.9 Integrated Device Technology, Inc. 1997 Stock Option
Plan and related agreements.
5.1 Opinion of Jack Menache, General Counsel of
Integrated Device Technology, Inc., regarding
legality of securities to be offered.
23.1 Consent of Price Waterhouse LLP, Independent
Accountants.
23.2 Consent of Jack Menache, General Counsel of
Integrated Device Technology, Inc. (included in
Exhibit 5.1).
24.1 Power of Attorney (see page 6).
- --------------
* The exhibits were previously filed with the Commission as indicated and are
incorporated herein by reference.
-7-
INTEGRATED DEVICE TECHNOLOGY, INC.
1997 STOCK OPTION PLAN
As Adopted October 30, 1997
1. PURPOSE. The purpose of the Plan is to provide incentives to
attract, retain and motivate eligible persons whose present and potential
contributions are important to the success of the Company, its Parent,
Subsidiaries and Affiliates, by offering them an opportunity to participate in
the Company's future performance through awards of stock options. Capitalized
terms not defined in the text are defined in Section 19.
2. SHARES SUBJECT TO THE PLAN.
2.1 Number of Shares Available. Subject to Sections 2.2
and 14, the total number of Shares reserved and available for grant and issuance
pursuant to Awards under the Plan shall be 2,500,000 Shares. Subject to Sections
2.2 and 14, Shares that are subject to issuance upon exercise of an Award but
cease to be subject to such Award for any reason other than exercise of such
Award will again be available for grant and issuance under this Plan.
2.2 Adjustment of Shares. In the event that the number
of outstanding Shares is changed by a stock dividend, recapitalization, stock
split, reverse stock split, subdivision, combination, reclassification or
similar change in the capital structure of the Company without consideration, or
by a Corporate Transaction (as defined in Section 14.1) then, unless such change
results in the termination of all outstanding Awards as a result of the
Corporate Transaction, (a) the number of Shares reserved for issuance under the
Plan and (b) the Exercise Prices of and number of Shares subject to outstanding
Awards shall be proportionately adjusted, subject to any required action by the
Board or the stockholders of the Company and compliance with applicable
securities laws; provided, however, that fractions of a Share shall not be
issued but shall either be paid in cash at Fair Market Value or shall be rounded
up to the nearest Share, as determined by the Committee; and provided, further,
that the Exercise Price of any Award may not be decreased to below the par value
of the Shares.
3. ELIGIBILITY. All Awards issued under the Plan shall be
Nonqualified Stock Options. Awards may be granted to employees, consultants,
independent contractors and advisors of the Company or any Parent, Subsidiary or
Affiliate of the Company; provided that such employees, consultants, independent
contractors and advisors are not officers or directors of the Company or any
Parent, Subsidiary of Affiliate of the Company who are subject to Section 16 of
the Securities Exchange Act of 1934; and provided further that such consultants,
contractors and advisors render bona fide services not in connection with the
offer and sale of
<PAGE>
securities in a capital-raising transaction. A person may be granted more than
one Award under the Plan. Each person is eligible to receive up to an aggregate
maximum of 100,000 Shares per fiscal year.
4. ADMINISTRATION.
4.1 Committee Authority. The Plan shall be administered
by the Committee. Subject to the general purposes, terms and conditions of the
Plan, the Committee shall have full power to implement and carry out the Plan.
The Committee shall have the authority to:
(a) construe and interpret the Plan, any Stock Option
Agreement and any other agreement or document executed
pursuant to the Plan;
(b) prescribe, amend and rescind rules and regulations
relating to the Plan;
(c) select persons to receive Awards;
(d) determine the form and terms of Awards;
(e) determine the number of Shares subject to Awards;
(f) determine whether Awards will be granted in replacement
of, or as alternatives to, other Awards under the Plan
or any other incentive or compensation plan of the
Company or any Parent, Subsidiary or Affiliate of the
Company;
(g) grant waivers of Plan or Award conditions;
(h) determine the vesting and exercisability of Awards;
(i) correct any defect, supply any omission, or reconcile
any inconsistency in the Plan, any Award or any Stock
Option Agreement;
(j) determine the disposition of Awards in the event of a
Participant's divorce or dissolution of marriage; and
(k) make all other determinations necessary or advisable
for the administration of the Plan.
4.2 Committee Discretion. Any determination made by the
Committee with respect to any Award shall be made in its sole discretion at the
time of grant of the Award or, unless in contravention of any express term of
the Plan or Award, at any later time, and such determination shall be final and
binding on the Company and all persons having an interest in any Award under the
Plan. The Committee may delegate to one or more officers of the
-2-
<PAGE>
Company the authority to grant an Award under the Plan to Participants who are
not Insiders of the Company.
5. STOCK OPTIONS. The Committee may grant Awards to eligible
persons and shall determine the number of Shares subject to the Award, the
Exercise Price of the Award, the period during which the Award may be exercised,
and all other terms and conditions of the Award, subject to the following:
5.1 Form of Option Grant. Each Award granted under the
Plan shall be evidenced by a Stock Option Agreement and shall be in such form
and contain such provisions (which need not be the same for each Participant) as
the Committee shall from time to time approve, and which shall comply with and
be subject to the terms and conditions of the Plan.
5.2 Date of Grant. The date of grant of an Award shall
be the date on which the Committee makes the determination to grant such Award,
unless otherwise specified by the Committee. The Stock Option Agreement and a
copy of the Plan will be delivered to the Participant within a reasonable time
after the granting of the Award.
5.3 Exercise Period. Awards shall be exercisable within
the times or upon the events determined by the Committee as set forth in the
Stock Option Agreement; provided, however, that no Award shall be exercisable
after the expiration of ten (10) years from the date the Award is granted. The
Committee also may provide for the exercise of Awards to become exercisable at
one time or from time to time, periodically or otherwise, in such number or
percentage as the Committee determines.
5.4 Exercise Price. The Exercise Price shall be
determined by the Committee when the Award is granted and shall be not less than
100% of the Fair Market Value of the Shares on the date of grant.
5.5 Method of Exercise. Awards may be exercised only by
delivery to the Company of a written exercise agreement (the "Exercise
Agreement") in a form approved by the Committee (which need not be the same for
each Participant), stating the number of Shares being purchased, the
restrictions imposed on the Shares, if any, and such representations and
agreements regarding Participant's investment intent and access to information
and other matters, if any, as may be required or desirable by the Company to
comply with applicable securities laws, together with payment in full of the
Exercise Price for the number of Shares being purchased.
5.6 Termination. Notwithstanding the exercise periods
set forth in the Stock Option Agreement, exercise of an Award shall always be
subject to the following:
(a) If the Participant is Terminated for any reason except
death or Disability, then Participant may exercise such
Participant's Awards only to the extent that such
Awards would have been exercisable upon the Termination
Date no later than three (3) months after the
Termination Date (or such longer
-3-
<PAGE>
time period not exceeding five years as may be
determined by the Committee), but in any event, no
later than the expiration date of the Awards.
(b) If the Participant is terminated because of death or
Disability (or the Participant dies within three months
of such termination), then Participant's Awards would
have been exercisable by Participant on the Termination
Date and must be exercised by Participant (or
Participant's legal representative or authorized
assignee) no later than (i) twelve (12) months after
the Termination Date in the case of disability or (ii)
eighteen (18) months after the Termination Date in the
case of death (or such longer time period not exceeding
five years as may be determined by the Committee), but
in any event no later than the expiration date of the
Awards.
5.7 Limitations on Exercise. The Committee may specify
a reasonable minimum number of Shares that may be purchased on any exercise of
an Award; provided that such minimum number will not prevent Participant from
exercising the Award for the full number of Shares for which it is then
exercisable.
5.8 Modification, Extension or Renewal. The Committee
may modify, extend or renew outstanding Awards and authorize the grant of new
Awards in substitution therefor; provided that any such action may not, without
the written consent of Participant, impair any of Participant's rights under any
Award previously granted. The Committee may reduce the Exercise Price of
outstanding Awards without the consent of Participants affected by a written
notice to them; provided, however, that the Exercise Price may not be reduced
below the minimum Exercise Price that would be permitted under Section 5.4 of
the Plan for Awards granted on the date the action is taken to reduce the
Exercise Price; and provided, further, that the Exercise Price shall not be
reduced below the par value of the Shares, if any.
6. PAYMENT FOR SHARE PURCHASES. Payment for Shares purchased
pursuant to the Plan may be made in cash (by check) or, where expressly approved
for the Participant by the Committee and where permitted by law:
(a) by surrender of Shares that either: (1) have been owned
by Participant for more than six (6) months and have
been paid for within the meaning of SEC Rule 144 (and,
if such shares were purchased from the Company by use
of a promissory note, such note has been fully paid
with respect to such Shares); or (2) were obtained by
Participant in the public market;
(b) by waiver of compensation due or accrued to Participant
for services rendered;
(c) provided that a public market for the Company's stock
exists:
-4-
<PAGE>
(1) through a "same day sale" commitment from
Participant and a broker-dealer that is a
member of the National Association of
Securities Dealers (a "NASD Dealer") whereby
the Participant irrevocably elects to exercise
the Award and to sell a portion of the Shares
so purchased in order to pay for the Exercise
Price, and whereby the NASD Dealer irrevocably
commits upon receipt of such Shares to forward
the Exercise Price directly to the Company; or
(2) through a "margin" commitment from Participant
and a NASD Dealer whereby Participant
irrevocably elects to exercise the Award and
to pledge the Shares so purchased to the NASD
Dealer in a margin account as security for a
loan from the NASD Dealer in the amount of the
Exercise Price, and whereby the NASD Dealer
irrevocably commits upon receipt of such
Shares to forward the exercise price directly
to the Company; or
(d) by any combination of the foregoing.
7. WITHHOLDING TAXES.
7.1 Withholding Generally. Whenever Shares are to be
issued in satisfaction of Awards granted under the Plan, the Company may require
the Participant to remit to the Company an amount sufficient to satisfy federal,
state and local withholding tax requirements prior to the delivery of any
certificate or certificates for such Shares. Whenever, under the Plan, payments
in satisfaction of Awards are to be made in cash, such payment shall be net of
an amount sufficient to satisfy federal, state, and local withholding tax
requirements.
7.2 Stock Withholding. When, under applicable tax laws,
a Participant incurs tax liability in connection with the exercise of any Award
that is subject to tax withholding and the Participant is obligated to pay the
Company the amount required to be withheld, the Committee may allow the
Participant to satisfy the minimum withholding tax obligation by electing to
have the Company withhold from the Shares to be issued that number of Shares
having a Fair Market Value equal to the minimum amount required to be withheld,
determined on the date that the amount of tax to be withheld is to be
determined. All elections by a Participant to have Shares withheld for this
purpose shall be made in writing in a form acceptable to the Committee.
8. PRIVILEGES OF STOCK OWNERSHIP.
8.1 Voting and Dividends. No Participant shall have any
of the rights of a stockholder with
respect to any Shares until the Shares are issued to the Participant. After
Shares are issued to the Participant, the Participant shall be a stockholder and
have all the rights of a stockholder with respect to such Shares, including the
right to vote and receive all dividends or other distributions made or paid with
respect to such Shares.
-5-
<PAGE>
8.2 Financial Statements. The Company shall provide
financial statements to each Participant prior to such Participant's purchase of
Shares under the Plan, and to each Participant annually during the period such
Participant has Awards outstanding; provided, however, the Company shall not be
required to provide such financial statements to Participants whose services in
connection with the Company assure them access to equivalent information.
9. TRANSFERABILITY. Subject to Section 4.1(j), Awards granted
under the Plan, and any interest therein, shall not: (a) be transferable or
assignable by the Participant, (b) be made subject to execution, attachment or
similar process, otherwise than by will or by the laws of descent and
distribution or as consistent with the specific Plan and Stock Option Agreement
provisions relating thereto or (c) during the lifetime of the Participant, be
exercisable by anyone other than the Participant, and any elections with respect
to an Award, may be made only by the Participant.
10. CERTIFICATES. All certificates for Shares or other
securities delivered under the Plan shall be subject to such stock transfer
orders, legends and other restrictions as the Committee may deem necessary or
advisable, including restrictions under any applicable federal, state or foreign
securities law, or any rules, regulations and other requirements of the SEC or
any stock exchange or automated quotation system upon which the Shares may be
listed.
11. SECURITIES LAW AND OTHER REGULATORY COMPLIANCE. An Award
shall not be effective unless such Award is in compliance with all applicable
federal and state securities laws, rules and regulations of any governmental
body, and the requirements of any stock exchange or automated quotation system
upon which the Shares may then be listed, as they are in effect on the date of
grant of the Award and also on the date of exercise or other issuance.
Notwithstanding any other provision in the Plan, the Company shall have no
obligation to issue or deliver certificates for Shares under the Plan prior to
(a) obtaining any approvals from governmental agencies that the Company
determines are necessary or advisable, and/or (b) completion of any registration
or other qualification of such shares under any state or federal law or ruling
of any governmental body that the Company determines to be necessary or
advisable. The Company shall be under no obligation to register the Shares with
the SEC or to effect compliance with the registration, qualification or listing
requirements of any state securities laws, stock exchange or automated quotation
system, and the Company shall have no liability for any inability or failure to
do so.
12. NO OBLIGATION TO EMPLOY. Nothing in the Plan or any Award
granted under the Plan shall confer or be deemed to confer on any Participant
any right to continue in the employ of, or to continue any other relationship
with, the Company or any Parent, Subsidiary or Affiliate of the Company or limit
in any way the right of the Company or any Parent, Subsidiary or Affiliate of
the Company to terminate Participant's employment or other relationship at any
time, with or without cause.
-6-
<PAGE>
13. EXCHANGE AND BUYOUT OF AWARDS. The Committee may, at any
time or from time to time, authorize the Company, with the consent of the
respective Participants, to issue new Awards in exchange for the surrender and
cancellation of any or all outstanding Awards. The Committee may at any time buy
from a Participant an Award previously granted with payment in cash, Shares or
other consideration, based on such terms and conditions as the Committee and the
Participant shall agree.
14. CORPORATE TRANSACTIONS.
14.1 Corporate Transactions. In the event of a
Corporate Transaction (as defined in this Section 14.1), the exercisability of
each Award shall be automatically accelerated so that each Award shall,
immediately before the specified effective date for the Corporate Transaction,
become fully exercisable with respect to the total number of Shares and may be
exercised for all or any portion of such Shares; provided, that an Award shall
not be accelerated if and to the extent that such Award is, in connection with
the Corporate Transaction, either to be assumed by the successor corporation or
parent thereof or to be replaced with a comparable option to purchase shares of
the capital stock of the successor corporation or parent thereof. The
determination of comparability shall be made by the Committee, and the
Committee's determination shall be final, binding and conclusive. Upon the
consummation of a Corporate Transaction, all outstanding Awards shall, to the
extent not previously exercised or assumed by the successor corporation or its
parent, terminate and cease to be exercisable.
"Corporate Transaction" means (a) a merger or
acquisition in which the Company is not the surviving entity (except for a
transaction the principal purpose of which is to change the State in which the
Company is incorporated), (b) the sale, transfer or other disposition of all or
substantially all of the assets of the Company or (c) any other corporate
reorganization or business combination that is not approved by the Board and in
which the beneficial ownership of 50% or more of the Company's outstanding
voting stock is transferred.
14.2 Change in Control. Notwithstanding any provision
in Section 14.1 to the contrary, in the event of a Change in Control (as defined
in this Section 14.2), each Award shall automatically accelerate effective
fifteen (15) days following the effective date of the Change in Control, so that
each Award shall become fully exercisable with respect to the total number of
Shares and may be exercised for all or any portion of such Shares. Upon a Change
in Control, all outstanding Awards accelerated shall remain fully exercisable
until the expiration or sooner termination of the Award term specified in the
Stock Option Agreement.
A "Change in Control" shall be deemed to occur:
(a) should a person or related group of persons, other than the Company or a
person that directly or indirectly controls, is controlled by or is under common
control with the Company, becomes the beneficial owner (within the meaning of
Rule 13d-3 of the General Rules and Regulations under the Exchange Act) of 25%
or more of the Company's outstanding voting stock pursuant to a tender or
exchange offer that the Board does not recommend and that the stockholders of
the Company accept; or (b) on the first date within any period of twenty-four
(24) consecutive months or less on which there is effected a change in the
composition of the Board by reason of a contested
-7-
<PAGE>
election such that a majority of the Board members cease to be comprised of
individuals who either (i) have been members of the Board continuously since the
beginning of such period or (ii) have been elected or nominated for election as
Board members during such period by at least a majority of the Board members
described in clause (i) who were still in office at the time such election or
nomination was approved by the Board.
14.3 Dissolution. In the event of the proposed
dissolution or liquidation of the Company, the Board shall notify the
Participant at least fifteen (15) days prior to such proposed action. To the
extent that Awards have not been previously exercised, such Awards will
terminate immediately prior to the consummation of such proposed action.
14.4 Assumption of Awards by the Company. The Company,
from time to time, also may substitute or assume outstanding awards granted by
another company, whether in connection with an acquisition of such other company
or otherwise, by either (a) granting an Award under the Plan in substitution of
such other company's award, or (b) assuming such award as if it had been granted
under the Plan if the terms of such assumed award could be applied to an Award
granted under the Plan. Such substitution or assumption shall be permissible if
the holder of the substituted or assumed award would have been eligible to be
granted an Award under the Plan if the other company had applied the rules of
the Plan to such grant. In the event the Company assumes an award granted by
another company, the terms and conditions of such award shall remain unchanged
(except that the exercise price and the number and nature of Shares issuable
upon exercise of any such option will be adjusted appropriately pursuant to
Section 424(a) of the Code). In the event the Company elects to grant a new
Award rather than assuming an existing option, such new Award may be granted
with a similarly adjusted Exercise Price.
15. ADOPTION AND STOCKHOLDER APPROVAL. The Plan shall become
effective on the date that it is adopted by the Board (the "Effective Date").
16. TERM OF PLAN. Unless earlier terminated as provided herein,
the Plan will terminate ten (10) years from the Effective Date.
17. AMENDMENT OR TERMINATION OF PLAN. The Board may at any time
terminate or amend the Plan in any respect, including without limitation
amendment of any form of Stock Option Agreement or instrument to be executed
pursuant to the Plan, provided, however, that no amendment may be made to
outstanding Awards without the consent of the Participant.
18. NONEXCLUSIVITY OF THE PLAN. Neither the adoption of the Plan
by the Board, nor any provision of the Plan, shall be construed as creating any
limitations on the power of the Board to adopt such additional compensation
arrangements as it may deem desirable, including, without limitation, the
granting of stock options otherwise than under the Plan, and such arrangements
may be either generally applicable or applicable only in specific cases.
-8-
<PAGE>
19. DEFINITIONS. As used in the Plan, the following terms shall
have the following meanings:
"Affiliate" means any corporation that directly, or
indirectly through one or more intermediaries, controls or is controlled by, or
is under common control with the Company where "control" (including the terms
"controlled by" and "under common control with") means the possession, direct or
indirect, of the power to cause the direction of the management and policies of
the corporation, whether through the ownership of voting securities, by contract
or otherwise.
"Award" means an award of a nonqualified stock option
to purchase Shares.
"Stock Option Agreement" means, with respect to each
Award, the signed written agreement between the Company and the Participant
setting forth the terms and conditions of the Award.
"Board" means the Board of Directors of the Company.
"Code" means the Internal Revenue Code of 1986, as
amended.
"Committee" means the committee appointed by the Board
to administer the Plan, or if no committee is appointed, the Board.
"Company" means Integrated Device Technology, Inc., a
corporation organized under the laws of the State of Delaware, or any successor
corporation.
"Disability" means a disability, whether temporary or
permanent, partial or total, within the meaning of Section 22(e)(3) of the Code,
as determined by the Committee.
"Exchange Act" means the Securities Exchange Act of
1934, as amended.
"Exercise Price" means the price at which a holder of
an Award may purchase the Shares issuable upon exercise of the Award.
"Fair Market Value" means the value of a share of the
Company's Common Stock determined as follows:
(a) if such Common Stock is then quoted on the Nasdaq
National Market the closing price on the Nasdaq
National Market System on the trading day immediately
preceeding the date on which Fair Market Value is
determined, or, if no such reported sale takes place on
such date, the closing price on the next preceding
trading date on which a reported sale occurred;
(b) if such Common Stock is publicly traded and is then
listed on a national securities exchange, the closing
price or, if no reported sale takes place on
-9-
<PAGE>
such date, the closing price on the next preceding
trading day on which a reported sale occurred;
(c) if such Common Stock is publicly traded but is not
quoted on the Nasdaq National Market nor listed or
admitted to trading on a national securities exchange,
the average of the closing bid and asked prices on such
date, as reported by The Wall Street Journal, for the
over-the-counter market; or
(d) if none of the foregoing is applicable, by the Board in
good faith.
"Insider" means an officer or director of the Company
or any other person whose transactions in the Company's Common Stock are subject
to Section 16 of the Exchange Act.
"Parent" means any corporation (other than the Company)
in an unbroken chain of corporations ending with the Company, if at the time of
the granting of an Award under the Plan, each of such corporations other than
the Company owns stock possessing 50% or more of the total combined voting power
of all classes of stock in one of the other corporations in such chain.
"Participant" means a person who receives an Award
under the Plan.
"Plan" means this Integrated Device Technology, Inc.
1997 Stock Option Plan, as amended from time-to-time.
"SEC" means the Securities and Exchange Commission.
"Shares" means shares of the Company's Common Stock
$0.001 par value, reserved for issuance under the Plan, as adjusted pursuant to
Sections 2 and 14, and any successor security.
"Subsidiary" means any corporation (other than the
Company) in an unbroken chain of corporations beginning with the Company if, at
the time of granting of the Award, each of the corporations other than the last
corporation in the unbroken chain owns stock possessing 50% or more of the total
combined voting power of all classes of stock in one of the other corporations
in such chain.
"Termination" or "Terminated" means, for purposes of
the Plan with respect to a Participant, that the Participant has ceased to
provide services as an employee, director, consultant, independent contractor or
adviser, to the Company or a Parent, Subsidiary or Affiliate of the Company,
except in the case of sick leave, military leave, or any other leave of absence
approved by the Committee; provided, that such leave is for a period of not more
than ninety (90) days, or reinstatement upon the expiration of such leave is
guaranteed by contract or statute. The Committee shall have sole discretion to
determine whether a Participant has ceased to provide
-10-
<PAGE>
services and the effective date on which the Participant ceased to provide
services (the "Termination Date").
-11-
<PAGE>
<TABLE>
INTEGRATED DEVICE TECHNOLOGY, INC. Exercise Date _______________
Office of the Secretary
2975 Stender Way
Santa Clara, CA 95054
RE: Exercise of Non-Qualified Stock Option pursuant to the applicable stock option plan
Dear Mr. Secretary,
I hereby exercise my Non-Qualified stock option(s) to purchase and [ ] SELL,
[ ] HOLD or [ ] COMBO the following shares of the Company's common stock:
<CAPTION>
GRANT/ NUMBER OF OPTION PURCHASE AMOUNT DUE TOTAL
OPTION SHARES TO BE PRICE/ PRICE FOR TAXES AMOUNT
NUMBER PURCHASED SHARE DUE IDT
<S> <C> <C> <C> <C> <C>
- ------------ ----------- $--------- $-------------- $-------------- $--------------
- ------------ ----------- $--------- $-------------- $-------------- $--------------
- ------------ ----------- $--------- $-------------- $-------------- $--------------
- ------------ ----------- $--------- $-------------- $-------------- $--------------
- ------------ ----------- $--------- $-------------- $-------------- $--------------
- ------------ ----------- $--------- $-------------- $-------------- $--------------
- ------------ ----------- $--------- $-------------- $-------------- $--------------
- ------------ ----------- $--------- $-------------- $-------------- $--------------
TOTALS ___________ $______________ $______________ $______________
</TABLE>
<TABLE>
This notice will serve as my authorization for SMITH BARNEY to issue a check
from my account payable to Integrated Device Technology, Inc. in the amount of
$_________________.
I understand that this check is in payment of amounts due the Company upon my
exercise of the above referenced option(s). Upon receipt of the check, the
Company will instruct its Transfer Agent to deliver a stock certificate
representing __________ shares of its common stock to:
Registered in the Name of: SMITH BARNEY, INC
Address of Record: 333 W. SAN CARLOS, SUITE 900
SAN JOSE, CA 95110
(408) 947-2298 Tele
(408) 947-2208 Fax
Contact: ALMA GUIMARIN
<CAPTION>
<S> <C>
- -------------------------------------------------------- ---------------------------------------
Purchaser's Signature Social Security Number
- -------------------------------------------------------- -----------------------
Purchaser's Name (PRINT CLEARLY) Employee Number
- ------------------------------------------------------------------------------------------------------------------
Street City State Zip
</TABLE>
I have received a copy of the Company's most recent prospectus relating to the
shares issuable upon exercise of my option and the most recent annual report.
Should you have any questions, please contact the Stock Administrator at either
(408) 654-6679 or 654-6618.
(408) 654-6742 FAX
Agreed to and acknowledged by Integrated Device Technology, Inc.
By:____________________________
Title: Stock Option Administrator
<PAGE>
<TABLE>
INTEGRATED DEVICE TECHNOLOGY, INC. Exercise Date _______________
Office of the Secretary
2975 Stender Way
Santa Clara, CA 95054
RE: Exercise of Non-Qualified Stock Option pursuant to the applicable stock option plan
Dear Mr. Secretary,
I hereby exercise my Non-Qualified stock option (s) to purchase the following
shares of the Company's common stock:
<CAPTION>
GRANT/ NUMBER OF OPTION PURCHASE AMOUNT DUE TOTAL
OPTION SHARES TO BE PRICE/ PRICE FOR TAXES AMOUNT
NUMBER PURCHASED SHARE DUE IDT
<S> <C> <C> <C> <C> <C>
- ------------ ----------- $-------- $------------- $------------- $-------------
- ------------ ----------- $-------- $------------- $------------- $-------------
- ------------ ----------- $-------- $------------- $------------- $-------------
- ------------ ----------- $-------- $------------- $------------- $-------------
- ------------ ----------- $-------- $------------- $------------- $-------------
- ------------ ----------- $-------- $------------- $------------- $-------------
- ------------ ----------- $-------- $------------- $------------- $-------------
- ------------ ----------- $-------- $------------- $------------- $-------------
TOTALS ___________ $_____________ $_____________ $_____________
</TABLE>
<TABLE>
Enclosed is a check in the amount of $________________
Please instruct the Company's Transfer Agent to issue a certificate representing
the above mentioned common shares, for which payment is made herewith, duly
registered as specified below.
<CAPTION>
<S> <C>
- -------------------------------------------------------- ---------------------------------------
Purchaser's Signature Social Security Number
- -------------------------------------------------------- -----------------------
Purchaser's Name to Appear on Certificate (PRINT CLEARLY) Employee Number
- ------------------------------------------------------------------------------------------------------------------
Street City State Zip
</TABLE>
I have received a copy of the Company's most recent prospectus relating to the
shares issuable upon exercise of my option and the most recent annual report.
Should you have any questions, please contact the Stock Administrator at either
(408) 654-6679 or 654-6618.
(408) 654-6742 FAX
<PAGE>
<TABLE>
INTEGRATED DEVICE TECHNOLOGY, INC. Exercise Date _______________
Office of the Secretary
2975 Stender Way
Santa Clara, CA 95054
RE: Exercise of Non-Qualified Stock Option pursuant to the applicable stock option plan
Dear Mr. Secretary,
I hereby exercise my Non-Qualified stock option(s) to purchase and [ ] SELL,
[ ] HOLD or [ ] COMBO the following shares of the Company's common stock:
<CAPTION>
GRANT/ NUMBER OF OPTION PURCHASE AMOUNT DUE TOTAL
OPTION SHARES TO BE PRICE/ PRICE FOR TAXES AMOUNT
NUMBER PURCHASED SHARE DUE IDT
<S> <C> <C> <C> <C> <C>
- ------------ ----------- $--------- $-------------- $-------------- $--------------
- ------------ ----------- $--------- $-------------- $-------------- $--------------
- ------------ ----------- $--------- $-------------- $-------------- $--------------
- ------------ ----------- $--------- $-------------- $-------------- $--------------
- ------------ ----------- $--------- $-------------- $-------------- $--------------
- ------------ ----------- $--------- $-------------- $-------------- $--------------
- ------------ ----------- $--------- $-------------- $-------------- $--------------
- ------------ ----------- $--------- $-------------- $-------------- $--------------
TOTALS ___________ $______________ $______________ $______________
</TABLE>
<TABLE>
This notice will serve as my authorization for _________________________________
to issue a check from my account payable to Integrated Device Technology, Inc.
in the amount of $_________________.
I understand that this check is in payment of amounts due the Company upon my
exercise of the above referenced option(s). Upon receipt of the check, the
Company will instruct its Transfer Agent to deliver a stock certificate
representing __________ shares of its common stock to:
Registered in the Name of: ____________________________________
Address of Record: ____________________________________
____________________________________
____________________________________
Contact: ____________________________________
<CAPTION>
<S> <C>
- -------------------------------------------------------- ---------------------------------------
Purchaser's Signature Social Security Number
- -------------------------------------------------------- -----------------------
Purchaser's Name (PRINT CLEARLY) Employee Number
- ------------------------------------------------------------------------------------------------------------------
Street City State Zip
</TABLE>
I have received a copy of the Company's most recent prospectus relating to the
shares issuable upon exercise of my option and the most recent annual report.
Should you have any questions, please contact the Stock Administrator at either
(408) 654-6679 or 654-6618.
(408) 654-6742 FAX
Agreed to and acknowledged by Integrated Device Technology, Inc.
By:____________________________
Title: Stock Option Adminisration
<PAGE>
<TABLE>
INTEGRATED DEVICE TECHNOLOGY, INC. Exercise Date _______________
Office of the Secretary
2975 Stender Way
Santa Clara, CA 95054
RE: Exercise of Non-Qualified Stock Option pursuant to the applicable stock option plan
Dear Mr. Secretary,
I hereby exercise my Non-Qualified stock option(s) to purchase and [ ] SELL,
[ ] HOLD or [ ] COMBO the following shares of the Company's common stock:
<CAPTION>
GRANT/ NUMBER OF OPTION PURCHASE AMOUNT DUE TOTAL
OPTION SHARES TO BE PRICE/ PRICE FOR TAXES AMOUNT
NUMBER PURCHASED SHARE DUE IDT
<S> <C> <C> <C> <C> <C>
- ------------ ----------- $--------- $-------------- $-------------- $--------------
- ------------ ----------- $--------- $-------------- $-------------- $--------------
- ------------ ----------- $--------- $-------------- $-------------- $--------------
- ------------ ----------- $--------- $-------------- $-------------- $--------------
- ------------ ----------- $--------- $-------------- $-------------- $--------------
- ------------ ----------- $--------- $-------------- $-------------- $--------------
- ------------ ----------- $--------- $-------------- $-------------- $--------------
- ------------ ----------- $--------- $-------------- $-------------- $--------------
TOTALS ___________ $______________ $______________ $______________
</TABLE>
<TABLE>
This notice will serve as my authorization for SMITH BARNEY to issue a check
from my account payable to Integrated Device Technology, Inc. in the amount of
$_________________. I understand that this check is in payment of amounts due
the Company upon my exercise of the above referenced option(s). Upon receipt of
the check, the Company will instruct its Transfer Agent to deliver a stock
certificate representing __________ shares of its common stock to:
Registered in the Name of: SMITH BARNEY, INC
Address of Record: 2775 SAND HILL ROAD
SUITE 120
MENLO PARK, CA 94025
(650) 926-7602 or (800) 770-9797 Tele (IDTI code - 4384#)
(650) 926-7637 Fax
Contact: MICHAEL VICTOR
<CAPTION>
<S> <C>
- -------------------------------------------------------- ---------------------------------------
Purchaser's Signature Social Security Number
- -------------------------------------------------------- -----------------------
Purchaser's Name (PRINT CLEARLY) Employee Number
- ------------------------------------------------------------------------------------------------------------------
Street City State Zip
</TABLE>
I have received a copy of the Company's most recent prospectus relating to the
shares issuable upon exercise of my option and the most recent annual report.
Should you have any questions, please contact the Stock Administrator at either
(408) 654-6679 or 654-6618.
(408) 654-6742 FAX
Agreed to and acknowledged by Integrated Device Technology, Inc.
By:____________________________
Title: Stock Option Administrator
<PAGE>
Grant Summary and Stock Option INTEGRATED DEVICE TECHNOLOGY, INC.
Agreement 2975 STENDER WAY
SANTA CLARA CA 95054
- --------------------------------------------------------------------------------
Option Number:
Plan:
ID:
- --------------------------------------------------------------------------------
Effective , you have been granted a(n) Non-Qualified Stock Option to
buy shares of INTEGRATED DEVICE TECHNOLOGY, INC. (the Company) stock at
$ per share.
The total option price of the shares granted is $ .
Subject to the terms and conditions of the Company's 1997 Stock Option Plan,
options will vest and expire as follows:
Shares Vest Type Full Vest Expiration
------ --------- --------- ----------
"On Vest Date" type options vest 100% on the date shown under the column titled
"Full Vest."
"Monthly" type options vest in 12 equal monthly installments during the 12
months preceding the date shown under the column titled "Full Vest."
- --------------------------------------------------------------------------------
We agree that this stock option is granted under and governed by the terms and
conditions of the Company's 1997 Stock Option Plan, incorporated herein by
reference and made a part hereof.
- ------------------------------------ -------------------
INTEGRATED DEVICE TECHNOLOGY, INC. Date
- ------------------------------------ -------------------
Date
Option Agreement F980126
EXHIBIT 5.1
-----------
January 29, 1998
Integrated Device Technology, Inc.
2975 Stender Way
Santa Clara, CA 95054
Gentlemen/Ladies:
At your request, I, your General Counsel, have examined the
Registration Statement on Form S-8 (the "Registration Statement") to be filed by
you with the Securities and Exchange Commission (the "Commission") on or about
January 29, 1998 in connection with the registration under the Securities Act of
1933, as amended, of an aggregate of 2,500,000 shares of your Common Stock,
$.001 par value (the "Stock"), subject to issuance by you upon the exercise of
stock options granted or to be granted by your under your 1997 Stock Option Plan
(the "1997 Option Plan").
It is my opinion that the 2,500,000 shares of Stock that may be issued
and sold by you upon the exercise of stock options granted or to be granted
under the 1997 Option Plan, when issued and sold in accordance with the
applicable plan and stock option agreements to be entered into thereunder, and
in the manner referred to in the relevant Prospectus associated with the
Registration Statement, will be validly issued, fully paid and nonassessable.
I consent to the use of this opinion as an exhibit to the Registration
Statement and further consent to all references to me, if any, in the
Registration Statement, the Prospectus constituting a part thereof and any
amendments thereto.
This opinion speaks only as of its date and is intended solely for the
your use as an exhibit to the Registration Statement for the purpose of the
above sale of the Stock and is not to be relied upon for any other purpose.
Very truly yours,
/s/ Jack Menache
Jack Menache,
Vice President, General Counsel and Secretary
Integrated Device Technology, Inc.
EXHIBIT 23.1
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 18, 1997 which appears on page
45 of Integrated Device Technology, Inc.'s Annual Report on Form 10-K for the
fiscal year ended March 30, 1997.
/s/ Price Waterhouse LLP
Price Waterhouse LLP
San Jose, California
January 26, 1998
