As filed with the Securities and Exchange Commission on March 8, 1995
Registration No. 33-__________
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
VLSI TECHNOLOGY, INC.
(Exact name of registrant as specified in its charter)
Delaware 94-2597282
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
1109 McKay Drive
San Jose, California 95131
(Address of principal executive offices, including zip code)
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EMPLOYEE STOCK PURCHASE PLAN
(Full title of the plan)
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ALFRED J. STEIN,
Chief Executive Officer
VLSI TECHNOLOGY, INC.
1109 McKay Drive
San Jose, California 95131
(408) 434-3000
(Name, address and telephone number, including area code,
of agent for service)
Copy to:
ANN YVONNE WALKER, ESQ.
Wilson, Sonsini, Goodrich & Rosati
Professional Corporation
650 Page Mill Road
Palo Alto, California 94304
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CALCULATION OF REGISTRATION FEE
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Title of Amount Proposed Proposed Amount
Securities to be Maximum Maximum Registration
to be Registered(1) Offering Aggregate Fee(2)
Registered Price Offering
Per Unit(2) Price(2)
- ---------------------- ---------------- ------------ ----------- ------------
Common Stock, $0.01
par value, to be
issued under Employee
Stock Purchase Plan 2,400,000 shares $12.91/sh. $30,984,000 $10,684.14
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(1) Pursuant to Rule 429 under the Securities Act of 1933, as amended, the
prospectus relating hereto also relates to shares registered under Form
S-8 Registration Statements Nos. 2-86600, 33-4797, 33-21116, 33-27872,
33-39653 and 33-62068.
(2) Estimated in accordance with Rule 457(h) solely for the purpose of
calculating the registration fee. Based upon the average of the high
and low sale prices on March 3, 1995, as reported on the NASDAQ
National Market.
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VLSI TECHNOLOGY, INC.
REGISTRATION STATEMENT ON FORM S-8
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE
There are hereby incorporated by reference into the Prospectus relating
to this Registration Statement pursuant to Rule 428 the following documents
and information heretofore filed with the Securities and Exchange Commission:
1. The Company's Annual Report on Form 10-K for the fiscal year ended
December 25, 1993 (the "1993 Form 10-K"), the Company's Annual Report on
Form 10-K/A dated April 8, 1994 (Amendment No. 1 to the 1993 Form 10-K) and
the Company's Annual Report on Form 10-K/A dated September 15, 1994 (Amendment
No. 2 to the 1993 Form 10-K), filed pursuant to Section 13 of the Securities
Exchange Act of 1934, as amended (the "Exchange Act").
2. The Company's Quarterly Report on Form 10-Q for the fiscal quarter
ended April 1, 1994, filed pursuant to Section 13 of the Exchange Act.
3. The Company's Quarterly Report on Form 10-Q for the fiscal quarter
ended July 1, 1994, filed pursuant to Section 13 of the Exchange Act, as
amended by Amendment No. 1 on Form 10-Q/A dated February 28, 1995.
4. The Company's Quarterly Report on Form 10-Q for the fiscal quarter
ended September 30, 1994, filed pursuant to Section 13 of the Exchange Act.
5. The Company's Registration Statement on Form 8-A dated April 20, 1984
and the Company's Registration Statement on Form 8-A/A (Amendment No. 1) dated
November 30, 1993, relating to its Common Stock, as amended by subsequently
filed Exchange Act reports.
6. The Company's Registration Statement on Form 8-A dated November 20,
1989, relating to its Share Purchase Rights, as amended by the Form 8
Amendment Number 1 dated August 12, 1992, the Form 8 Amendment Number 2 dated
August 25, 1992, and subsequently filed Exchange Act reports.
All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Exchange Act after the date hereof, 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 herein and to be part
hereof from the date of filing such documents.
Item 4. DESCRIPTION OF SECURITIES
Not Applicable.
Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not Applicable.
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Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the Delaware General Corporation Law authorizes a court
to award, or a corporation's Board of Directors to grant, indemnity to
directors and officers in terms sufficiently broad to permit such
indemnification under certain circumstances for liabilities (including
reimbursement for expenses incurred) arising under the Securities Act of 1933,
as amended (the "Securities Act"). Article VI of the Bylaws of the Company
provides that the Company shall indemnify certain agents of the Company
against judgments, fines, settlements and other expenses arising from such
person's agency relationship with the Company provided that the standard of
conduct set forth therein is met. The effect of Article VI is to require that
the Company provide indemnification to such agents to the maximum extent
permitted by the Delaware General Corporation Law. Agents covered by this
indemnification provision include current and former directors and officers of
the Company, as well as persons who serve at the request of the Company as
directors, officers, employees or agents of another enterprise.
In addition, the Company has entered into indemnification agreements
with each of its directors and certain of its officers. The indemnification
agreements are based on the provisions of Section 145 of the Delaware General
Corporation Law and attempt to provide the directors and officers of the
Company with the maximum indemnification allowed under Delaware law. In
certain instances, they may result in an expansion of the substantive
protection available to such individuals under the Bylaws.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED
Not Applicable.
Item 8. EXHIBITS
See Index to Exhibits on page 6.
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 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.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, 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 undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or 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.
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(h) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the provisions described in Item 6 of
Part II of this Registration Statement, 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, 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.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 San Jose, State of California, on
this 8th day of March, 1995.
VLSI TECHNOLOGY, INC.
By: __/s/_Thomas_F._Mulvaney______
Thomas F. Mulvaney
Vice President, General Counsel
and Secretary
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POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Alfred J. Stein and Thomas F. Mulvaney,
and each of them, as his true and lawful attorney-in-fact and agent, 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 connection
therewith, as fully and 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 any of them, or their or his substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
--------------- ----------- ----------
__/s/_Alfred_J._Stein______ Chairman of the Board, Chief March 8, 1995
(Alfred J. Stein) Executive Officer (Principal
Executive Officer) and Director
__/s/_Gregory_K._Hinckley__ Vice President, Finance, Chief March 8, 1995
(Gregory K. Hinckley) Financial Officer (Principal
Financial Officer)
__/s/_Balakrishnan_S._Iyer_ Vice President and Controller March 8, 1995
(Balakrishnan S. Iyer) (Principal Accounting Officer)
__/s/_Pierre_S._Bonelli____ Director March 8, 1995
(Pierre S. Bonelli)
__/s/_Robert_P._Dilworth___ Director March 8, 1995
(Robert P. Dilworth)
__/s/_James_J._Kim_________ Director March 8, 1995
(James J. Kim)
__/s/_Horace_H._Tsiang_____ Director March 8, 1995
(Horace H. Tsiang)
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INDEX TO EXHIBITS
Exhibit
Number Document
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4.1 The Company hereby agrees to file, upon request of the
Commission, a copy of all instruments not otherwise filed with
respect to long-term debt of the Company or any of its
subsidiaries for which the total amount of debt authorized
under such instrument does not exceed 10% of the total assets
of the Company and its subsidiaries on a consolidated basis.
4.2(1) Restated Certificate of Incorporation of the Company filed
September 16, 1987.
4.3(2) Certificate of Designation of Rights, Preferences and
Privileges of Series A Participating Preferred Stock, filed
August 12, 1992.
4.4(2) Certificate of Amendment of the Certificate of Incorporation,
filed August 20, 1992, increasing the authorized amount of
Common Stock of the Company by 15,000,000 shares.
4.5(3) Indenture, dated as of May 1, 1987, between the Company and
Citibank, N.A., as Trustee, with respect to issuance of
$57,500,000 of 7% Convertible Subordinated Debentures due
May 1, 2012.
4.6(3) Form of 7% Convertible Subordinated Debentures due May 1, 2012.
4.7(4) First Amended and Restated Rights Agreement, dated as of
August 12, 1992, by and between the Company and the First
National Bank of Boston, as Rights Agent, including the form of
Rights Certificate attached as Exhibit A thereto.
4.8(5) Amendment No. 1 to First Amended and Restated Rights Agreement,
dated August 25, 1992, by and between the Company and the First
National Bank of Boston, as Rights Agent, including the form of
Rights Certificate attached as Exhibit A thereto.
5.1 Opinion of counsel as to legality of securities being
registered.
23.1 Consent of Ernst & Young LLP, Independent Auditors.
23.2 Consent of Counsel (contained in Exhibit 5.1).
24.1 Power of Attorney (See page 5).
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(1) Incorporated by reference from Exhibits to Annual Report on Form 10-K for
the fiscal year ended December 27, 1987.
(2) Incorporated by reference from Exhibits to Registration Statement on
Form S-8, Reg. No. 33-52908.
(3) Incorporated by reference from Exhibits to Registration Statement on Form
S-3, Reg. No. 33-13463.
(4) Incorporated by reference from Exhibits to Form 8 Amendment No. 1 to
Registration Statement on Form 8-A filed with the Securities and Exchange
Commission on August 12, 1992.
(5) Incorporated by reference from Exhibits to Form 8 Amendment No. 2 to
Registration Statement on Form 8-A filed with the Securities and Exchange
Commission on August 25, 1992.
EXHIBIT 5.1
March 6, 1995
VLSI Technology, Inc.
1109 McKay Drive
San Jose, CA 95131
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
We have examined (i) the Registration Statement on Form S-8 (the
"Registration Statement") to be filed by VLSI Technology, Inc., a Delaware
corporation (the "Company" or "you"), with the Securities and Exchange
Commission on or about March 10, 1995 in connection with the registration
under the Securities Act of 1933, as amended (the "Act"), of an aggregate of
an additional 2,400,000 shares of your Common Stock, $0.01 par value (the
"Shares"), reserved for issuance pursuant to the Company's Employee Stock
Purchase Plan (the "Plan") and (ii) the Prospectus expected to be dated
March 10, 1995 that relates to the Plan and to such Registration Statement
pursuant to Rule 428(a)(1) promulgated under the Act (the "Prospectus"). As
your legal counsel, we have reviewed the actions proposed to be taken by you
in connection with the proposed sale and issuance of the Shares by the Company
under the Plan.
It is our opinion that, upon completion of the actions being taken, or
contemplated by us as your counsel to be taken, by you prior to the issuance
of the Shares pursuant to the Registration Statement, the Prospectus and the
Plan (including obtaining stockholder approval of the increase in shares
reserved under the Plan by 2,400,000), and assuming that the Shares are issued
in accordance with the provisions of the Plan, the Shares will be legally and
validly issued, fully paid and nonassessable.
We consent to the use of this opinion as an exhibit to the Registration
Statement, and further consent to the use of our name wherever appearing in
the Registration Statement, the Prospectus and any subsequent amendment
thereto.
Very truly yours,
/s/ Wilson, Sonsini, Goodrich & Rosati, P.C.
WILSON, SONSINI, GOODRICH & ROSATI
Professional Corporation
EXHIBIT 23.1
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement
(Form S-8) and related Prospectus pertaining to the Employee Stock Purchase
Plan of VLSI Technology, Inc. of our report dated January 19, 1994, with
respect to the consolidated financial statements and schedules of VLSI
Technology, Inc. included and/or incorporated by reference in its Annual
Report (Form 10-K) for the year ended December 25, 1993, as amended, filed
with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
San Jose, California
March 6, 1995
