As filed with the Securities and Exchange Commission on July 30, 1998
Registration No. 333-__________
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UNITED STATES
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) 434-3100
(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 of
Securities to be Maximum Maximum Registration
to be Registered Offering Aggregate Fee(1)
Registered Price Offering
Per Unit (1) Price (1)
------------------- ----------------- ------------- ------------ ----------
VLSI Technology, Inc.
Employee Stock Purchase Plan
Common Stock, $0.01
par value, to be
issued 2,000,000 shares $ 13.89/sh. $27,780,000 $ 8,194.51
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(1) Estimated in accordance with Rule 457(h) solely for the purpose of
calculating the registration fee. Based upon 85% of the average of the high
and low sale prices on July 27, 1998, as reported on the Nasdaq National
Market.
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 26, 1997, 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 March 27, 1998, as amended by Form 10-Q/A Amendment No. 1, filed
pursuant to Section 13 of the Exchange Act.
3. 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.
4. 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.
5. The Company's Current Report on Form 8-K filed with the Commission on
February 9, 1998.
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 deregistering all securities then remaining
unsold, shall be deemed to be incorporated by reference herein and to be part
hereof from the date of filing of such documents.
Item 4. DESCRIPTION OF SECURITIES
Not Applicable.
Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not Applicable.
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 7.
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, 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, 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.
(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 27th day of July, 1998.
VLSI TECHNOLOGY, INC.
By: /s/ Balakrishnan_S. Iyer _____
Balakrishnan S. Iyer
Senior Vice President, Finance, and
Chief Financial Officer (Principal
Financial Officer)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Alfred J. Stein and Larry L. Grant, 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, July 27, 1998
(Alfred J. Stein) Chief Executive Officer
(Principal Executive
Officer),and Director
/s/ Richard M. Beyer
_________________________ President, Chief July 27, 1998
(Richard M. Beyer) Operating Officer, and
Director
/s/ Balakrishnan S. Iyer
________________________ Senior Vice President, July 27, 1998
(Balakrishnan S. Iyer) Finance, and Chief Financial
Officer (Principal Financial
Officer)
/s/ Victor K. Lee
_________________________ Vice President and July 27, 1998
(Victor K. Lee) Controller (Principal
Accounting Officer)
/s/ Pierre S. Bonelli
_____________________ __ Director July 27, 1998
(Pierre S. Bonelli)
/s/ Robert P. Dilworth
______________________ _ Director July 27, 1998
(Robert P. Dilworth)
/s/ William G. Howard, Jr.
_________________________ Director July 27, 1998
(William G. Howard, Jr.)
/s/ Paul R. Low
_________________________ Director July 27, 1998
(Paul R. Low)
/s/ Horace H. Tsiang
_________________________ Director July 27, 1998
(Horace H. Tsiang)
INDEX TO EXHIBITS
Footnotes appear at the end of the exhibits list.
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
with the Secretary of State of the State of Delaware on August
12, 1992.
4.4(2) Certificate of Amendment of Restated Certificate of
Incorporation filed with the Secretary of State of the State
of Delaware on August 20, 1992, increasing the authorized
amount of Common Stock of the Company by 15,000,000 shares.
4.5(3) Certificate of Amendment of Restated Certificate of
Incorporation filed with the Secretary of State of the State
of Delaware on May 5, 1995, increasing the authorized amount
of Common Stock of the Company by 45,000,000 shares.
4.6(4) Indenture, dated as of September 1, 1995, between the Company
and Harris Trust and Savings Bank, as Trustee, with respect to
issuance of $172,500,000 of 8.25% Convertible Subordinated
Notes due October 1, 2005.
4.7(4) Form of 8.25% Convertible Subordinated Notes due October 1,
2005.
4.8(5) 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.
4.9(6) Amendment No. 1 to First Amended and Restated Rights
Agreement, dated August 24, 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 Quarterly Report on Form 10-Q
for the fiscal quarter ended September 26, 1992.
(3) Incorporated by reference from Exhibits to Registration Statement on
Form S-3, Reg. No. 33-60049.
(4) Incorporated by reference from Exhibits to Quarterly Report on Form 10-Q
for the fiscal quarter ended September 29, 1995.
(5) 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.
(6) 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.
8
EXHIBIT 5.1
July 23, 1998
VLSI Technology, Inc.
1109 McKay Drive
San Jose, CA 95131
Re: Registration Statement on Form S-8/Employee Stock Purchase Plan
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 July 24, 1998 in connection with the registration under
the Securities Act of 1933, as amended (the "Act"), of an aggregate of an
additional of 2,000,000 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 July
24, 1998 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, 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
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 13, 1998, with
respect to the consolidated financial statements and schedule of VLSI
Technology, Inc. included in its Annual Report (Form 10-K) for the year ended
December 26, 1997, filed with the Securities and Exchange Commission.
_/s/___ Ernst & Young LLP
San Jose, California
July 27, 1998
