As filed with the Securities and Exchange Commission on October 6, 2000
Registration No. 33-____
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
____________________
SUPERTEX, INC.
_________________________________
(Exact name of registrant as specified in its charter)
California 94-2328535
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1235 Bordeaux Drive
Sunnyvale, CA 94089
(Address of principal (Zip Code)
executive offices)
SUPERTEX, INC. 2000 EMPLOYEE STOCK PURCHASE PLAN
(Full title of the plan)
HENRY C. PAO Copy to:
President STEPHEN M. WURZBURG, ESQ.
Supertex, Inc. Pillsbury Madison & Sutro LLP
1235 Bordeaux Drive 2550 Hanover Street
Sunnyvale, CA 94089 Palo Alto, CA 94304
(408) 744-0100 (650) 233-450
(Name, address and telephone
number of agent for service)
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CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of Securities Amount To Maximum Offering Maximum Aggregate Amount of
To Be Registered Be Registered Price Per Share(1) Offering Price(1) Registration Fee
<C> <C> <C> <C> <C>
Common Stock, par value $1.00 500,000 shares $47.09 $23,543,000 6,215
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(1) Pursuant to Rule 457(h)(i), the proposed maximum offering price per
share and the registration fee has been computed on the basis of the average
of the high and low prices of the Common Stock as reported on the Nasdaq
National Market on October 4, 2000.
____________________
The Registration Statement shall become effective upon filing in accordance
with Rule 462 under the Securities Act of 1933.
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PART I
INFORMATION REQUIRED IN THE 10(a) PROSPECTUS
Item1. Plan Information.*
Item2. Registrant Information and Employee Plan Annual Information.*
* Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from this Registration Statement in accordance with
Rule 428 under the Securities Act of 1933 (the "Securities Act") and the Note
to Part I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item3. Incorporation of Documents by Reference.
The following documents filed by the Registrant with the Securities
and Exchange Commission are hereby incorporated by reference in this
Registration Statement:
(a) Registrant's Annual Report on Form 10-K (File No. 0-12718) for
the fiscal year ended March 31, 2000.
(b) Registrant's Quarterly Report on Form 10-Q for the quarter ended
June 30, 2000.
(c) The description of Registrant's Common Stock contained in
Registrant's registration statement on Form 8-A, filed July 27, 1984 as
amended September 24, 1984.
In addition, all documents subsequently filed by Registrant pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934,
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.
Item4. Description of Securities.
Not applicable.
Item5. Interests of Named Experts and Counsel.
Not applicable.
Item6. Indemnification of Directors and Officers.
Section 317 of the California Corporations Code authorizes a court to
award, or a corporation's Board of Directors to grant, indemnity to directors,
officers, employees and other agents of the corporation ("Agents") 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 "Act").
Article V of the Company's Restated Articles of Incorporation
(Exhibit 3.1 of the Company's Registration Statement on Form S-1, File
No. 2-86898, filed on October 3, 1983, as amended), as amended (pursuant to
the Certificates of Amendment of Articles of Incorporation, filed on April
16, 1981, September 30, 1983 and October 28, 1988, respectively) authorizes
the Company to indemnify its Agents, through bylaw provisions, agreements,
votes of shareholders or disinterested directors or otherwise, in excess of
the indemnification otherwise permitted by
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Section 317 of the California Corporations Code, subject to the applicable
limits set forth in Section 204 of the California Corporations Code with
respect to actions for breach of duty to the Company and its shareholders.
Article VI of the Company's Bylaws provides for mandatory indemnification of
each director of the Company to the maximum extent permitted by law.
The Company maintains a directors and officers liability insurance
policy that indemnifies the Company's directors and officers against certain
losses in connection with claims made against them for certain wrongful acts.
Item7. Exemption From Registration Claimed.
Not applicable.
Item8. Exhibits.
See Index to Exhibits, which list of exhibits is incorporated herein
by reference.
Item9. 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 of 1933;
(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;
(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 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 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 Securities Exchange Act of 1934 (and, where applicable, each filing
of an employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) 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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(c) 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 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
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 Act
and will be governed by the final adjudication of such issue.
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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 Sunnyvale, State of California, on
the 6th day of October, 2000.
SUPERTEX, INC.
By /s/ Henry C. Pao
Henry C. Pao
President
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Henry C. Pao and Jacqueline Limary,
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 or her and
in his or her 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 each of said
attorneys-in-fact and agents, or his substitute or substitutes, may 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 below by the following persons in the
capacities and on the dates indicated.
Name Title Date
/s/ Henry C. Pao President (Principal Executive October 6, 2000
(Henry C. Pao) Officer)
/s/ Jacqueline Limary Controller (Principal Financial October 6, 2000
(Jacqueline Limary) and Accounting Officer)
/s/ Benedict C.K. Choy Senior Vice President, Secretary October 6, 2000
(Benedict C.K. Choy) and Director
/s/ Richard Siegel Executive Vice President and October 6, 2000
(Richard Siegel) Director
/s/ Frank Pao Director October 6, 2000
(Frank Pao)
/s/ Mark Loveless Director October 6, 2000
(Mark Loveless)
/s/ Elliott Schlam Director October 6, 2000
(Elliott Schlam)
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INDEX TO EXHIBITS
Exhibit
Number Exhibit
4.1 Supertex, Inc. 2000 Employee Stock Purchase Plan.
5.1 Opinion of Pillsbury Madison & Sutro LLP.
23.1 Consent of PricewaterhouseCoopers LLP, Independent Auditors.
23.2 Consent of Pillsbury Madison & Sutro LLP (included in Exhibit 5.1).
24.1 Power of Attorney (see page 5).
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