As filed with the Securities and Exchange Commission on April 19, 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.
1984 EMPLOYEE STOCK PURCHASE 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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<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------
CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------------------------------------------
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 (1) Fee
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value $.001 per share 1,500,000 $37.28 $55,920,000 $14,762.88
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<FN>
(1) This registration statement shall also cover any additional shares of
common stock which become issuable under the Integrated Device Technology,
Inc. 1984 Employee Stock Purchase 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 high and
low prices for the Company's Common Stock as reported on the Nasdaq
National Market System on April 17, 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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</FN>
</TABLE>
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 March 30, 1992 (File
No. 033-46831), (2) Registration Statement on Form S-8, filed August 5, 1994
(File No. 033-54937), (3) Registration Statement on Form S-8, filed September
26, 1997 (File No. 333-36601) and (4) Registration Statement of Form S-8, filed
September 25, 1998 (File No. 333-64279).
Item 8. Exhibits
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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).
2
<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 April 19, 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.
<TABLE>
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
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<S> <C> <C>
/s/ Jerry G. Taylor President, Chief Executive Officer and April 19, 2000
- ------------------------------------- Director (Principal Executive Officer)
Jerry G. Taylor
/s/ Carl E. Berg
- ------------------------------------- Director April 19, 2000
Carl E. Berg
/s/ John C. Bolger
- ------------------------------------- Director April 19, 2000
John C. Bolger
/s/ Federico Faggin
- ------------------------------------- Director April 19, 2000
Federico Faggin
</TABLE>
3
EXHIBIT 5.1
[LATHAM & WATKINS LETTERHEAD]
April 19, 2000
Integrated Device Technology, Inc.
2975 Stender Way
Santa Clara, California 95054
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
This opinion is rendered in connection with the filing by Integrated
Device Technology, Inc., a Delaware corporation (the "Company"), of a
registration statement on Form S-8 (the "Registration Statement") with the
Securities and Exchange Commission under the Securities Act of 1933, as amended,
with respect to the offer and sale of up to 1,500,000 shares of the Company's
Common Stock, par value $.001 per share (the "Shares"), pursuant to the
Integrated Device Technology, Inc. 1984 Employee Stock Purchase Plan (the
"Plan"). We acted as counsel to the Company in connection with the preparation
of the Registration Statement.
We are familiar with the proceedings taken and to be taken in
connection with the authorization, issuance and sale of the Shares.
Additionally, we have examined such matters of fact and question of law as we
have considered appropriate for purposes of rendering the opinion expressed
below.
We are opining herein as to the effect on the subject transaction of
only the General Corporation Law of the State of Delaware, and we express no
opinion with respect to the applicability thereto or the effect thereon of any
other laws or as to any matters of municipal law or any other local agencies
within any state.
Subject to the foregoing and in reliance thereon, we are of the opinion
that, upon the issuance and sale of the Shares in the manner contemplated by the
Registration Statement and in accordance with the terms of the Plan, and subject
to the Company completing all actions and proceedings required on its part to be
taken prior to the issuance of the Shares pursuant to the terms of the Plan and
the Registration Statement, including, without limitation, collection of
required payment for the Shares, the Shares will be legally and validly issued,
fully paid and nonassessable securities of the Company.
We consent to your filing this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Latham & Watkins
EXHIBIT 23.2
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 16, 1999, except for Note 13,
which is as of May 7, 1999 relating to the financial statements of Integrated
Device Technology, Inc., which appears in Integrated Device Technology's Annual
Report on Form 10-K/A for the year ended March 28, 1999.
/s/ PricewaterhouseCoopers LLP
San Jose, California
April 17, 2000
