As filed with the Securities and Exchange Commission on July 28, 2000
Registration No. 333-__________
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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INTEGRATED DEVICE TECHNOLOGY, INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware 94-2669985
(State or Other Jurisdiction of (IRS Employer
Incorporation or Organization) Identification Number)
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2975 Stender Way
Santa Clara, California 95054
(Address of Principal Executive Offices including Zip Code)
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INTEGRATED DEVICE TECHNOLOGY, INC.
1997 STOCK OPTION PLAN
(Full Title of the Plan)
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James Laufman, Esq. Copy to:
General Counsel Christoper Kaufman, Esq.
INTEGRATED DEVICE TECHNOLOGY, INC. Latham & Watkins
2975 Stender Way 135 Commonwealth Drive
Santa Clara, California 95054 Menlo Park, California 94025
(408) 727-6116 (650) 328-4600
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(Name and Address, Including Zip Code, and Telephone Number,
Including Area Code, of Agent for Service)
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CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Maximum Maximum
Title of Amount Offering Aggregate Amount of
Securities to be to be Price Per Offering Registration
Registered Registered (1) Share (2) Price (2) Fee
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Common Stock, par
value $.001 per share 8,000,000 $55.25 $442,000,000 $116,688
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(1) This registration statement shall also cover any additional shares of
common stock which become issuable under the Integrated Device Technology,
Inc. 1997 Stock Option Plan (the "Plan") by reason of any stock dividend,
stock split, recapitalization or other similar transaction effected without
the receipt of consideration which results in an increase in the number of
the outstanding shares of common stock of Integrated Device Technology,
Inc. In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
this registration statement also covers an indeterminate amount of
interests to be offered or sold pursuant to the employee benefit plan
described herein.
<PAGE>
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) registered hereunder based on the average the high
($60.875) and the low ($49.625) prices for the Company's Common Stock
as reported on the Nasdaq National Market System on July 27, 2000.
Proposed sale to take place as soon after the effective date of the
Registration Statement as options granted under the Plan are exercised.
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Total Pages 3
Exhibit Index Appears on Page 2
<PAGE>
Integrated Device Technology, Inc. (the "Company") filed with the
Securities and Exchange Commission the following Registration Statements on Form
S-8 relating to shares of the Company's common stock, par value $.001 per share
(the "Common Stock") to be offered and sold under the plan set forth on the
cover page of this Registration Statement, and the contents of such prior
Registration Statements are incorporated in this Registration Statement by
reference: (1) Registration Statement on Form S-8, filed January 29, 1998 (File
No. 333-45245), and (2) Registration Statement on Form S-8, filed September 25,
1998 (File No. 333-64279).
Item 8. Exhibits
5.1. Opinion of Latham & Watkins.
23.1. Consent of PricewaterhouseCoopers LLP.
23.2. Consent of Latham & Watkins (included in Exhibit 5.1).
24. Power of Attorney (included in the signature page to the
Registration Statement).
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<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act, the Company
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 July 28, 2000.
INTEGRATED DEVICE TECHNOLOGY, INC.
By: /s/ Alan F. Krock
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Alan F. Krock, Vice President,
Chief Financial Officer
(Principal Financial and
Accounting Officer)
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENT, that each person whose signature appears
below constitutes and appoints Alan Krock and James Laufman, and each of them,
his 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 all
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 in order to effectuate
the same as fully, to all intents and purposes, as he might or could do in
person, hereby ratifying and confirming all that each of said attorneys-in-fact
and agents, or any of them, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act, this registration
statement has been signed by the following persons in the capacities indicated
on the dates indicated.
Signature Title Date
--------- ----- ----
/s/ Jerry G. Taylor President, Chief Executive Officer and July 28, 2000
-------------------- Director (Principal Executive Officer)
Jerry G. Taylor
/s/ Carl E. Berg Director July 28, 2000
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Carl E. Berg
/s/ John C. Bolger Director July 28, 2000
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John C. Bolger
/s/ Federico Faggin Director July 28, 2000
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Federico Faggin
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