<PAGE> 1
As filed with the Securities and Exchange Commission on February 27, 1995
Registration No. 33-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________________________
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
________________________________
MAXIM INTEGRATED PRODUCTS, INC.
(Exact name of registrant as specified in its charter)
________________________________
Delaware 94-2896096
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
_______________________________
120 San Gabriel Drive
Sunnyvale, California 94086
(Address of Principal Executive Offices)
________________________________
Incentive Stock Option Plan
Supplemental Nonemployee Stock Option Plan
1987 Employee Stock Participation Plan
1987 Supplemental Stock Option Plan
(Full title of the plans)
Anthony C. Gilbert, Esq.
Maxim Integrated Products, Inc.
120 San Gabriel Drive
Sunnyvale, California 94086
(408) 737-7600
- -------------------------------------------------------------------------------
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
________________________________
Copies to:
James R. Jones, Esq.
Cooley Godward Castro Huddleson & Tatum
Five Palo Alto Square, Suite 400
Palo Alto, CA 94306
________________________________
<PAGE> 2
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
===================================================================================================================================
PROPOSED MAXIMUM
TITLE OF EACH CLASS AMOUNT TO BE REGISTERED OFFERING PRICE PER PROPOSED MAXIMUM AGGREGATE AMOUNT OF REGISTRATION
OF SECURITIES TO BE REGISTERED (1) SHARE (1) OFFERING PRICE (1) FEE
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Stock Options and 3,600,000 $22.25 - $35.00 $94,956,994.50 $32,743.79
Common Stock
===================================================================================================================================
</TABLE>
(1) Estimated solely for the purpose of calculating the amount of the
registration fee in accordance with Rule 457(c) and (h) of Regulation C
promulgated under the Securities Act of 1933. The price per share and
aggregate offering price are based upon (a) the weighted average exercise
price of shares subject to options and rights currently outstanding under
the Registrant's Incentive Stock Option Plan, Supplemental Nonemployee
Stock Option Plan, the 1987 Employee Stock Participation Plan and the 1987
Supplemental Stock Option Plan and (b) the average of the high and low
prices of the Registrant's Common Stock on February 22, 1995 as reported
on the NASDAQ National Market System for shares (i) available for future
option grants and rights under the Incentive Stock Option Plan, the
Supplemental Nonemployee Stock Option Plan, the 1987 Employee Stock
Participation Plan and the 1987 Supplemental Stock Option Plan. The
following chart shows the calculation of the registration fee.
<TABLE>
<CAPTION>
Number of Offering Price Aggregate
Type of Shares Shares Per Share Offering Price
-------------- --------- --------------- --------------
<S> <C> <C> <C>
Outstanding Options 3,053,670 $22.25 - $35.00 $78,020,764.50
and Rights
Shares Available 546,330 $31.00 $16,936,230.00
for Future Grant --------------
$94,956,994.50
x .00034483
-------------
$ 32,743.79
</TABLE>
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Approximate date of commencement of proposed sale to the public: As soon
as practicable after this Registration Statement becomes effective.
<PAGE> 3
INCORPORATION BY REFERENCE OF CONTENTS OF
REGISTRATION STATEMENTS ON FORM S-8
The contents of the Registration Statements on Form S-8 No. 33-54026
and 33-72186 filed with the Securities and Exchange Commission on October 30,
1992 and November 24, 1993, respectively, are hereby incorporated by reference
herein.
EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER
<S> <C>
5 Opinion of Cooley Godward Castro Huddleson & Tatum.
23.1 Consent of Ernst & Young, independent auditors.
23.2 Consent of Cooley Godward Castro Huddleson & Tatum is contained
in Exhibit 5 to this Registration Statement.
24 Power of Attorney is contained on the signature pages.
99.1 Registrant's Incentive Stock Option Plan, as amended as of
November 10, 1994. Filed as Exhibit 10.13 to the Company's Annual
Report on Form 10-K for the fiscal year ended June 30, 1994.
99.2 Registrant's Supplemental Nonemployee Stock Option Plan, as
amended as of November 10, 1994. Filed as Exhibit 10.15 to the
Company's Annual Report on Form 10-K for the fiscal year ended
June 30, 1994.
99.3 Registrant's 1987 Employee Stock Participation Plan, as amended as
of November 10, 1994. Filed as Exhibit 10.16 to the Company's
Annual Report on Form 10-K for the fiscal year ended June 30, 1994.
99.4 Registrant's 1987 Supplemental Stock Option Plan, as amended as of
November 10, 1994. Filed as Exhibit 10.14 to the Company's
Annual Report on Form 10-K for the fiscal year ended June 30, 1994.
</TABLE>
<PAGE> 4
SIGNATURES
THE REGISTRANT. Pursuant to the requirements of the Securities Act of
1933, as amended, 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 February 23, 1995.
MAXIM INTEGRATED PRODUCTS, INC.
By /s/ John F. Gifford
-------------------------------------------
John F. Gifford
President, Chief Executive Officer and
Chairman of the Board
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints John F. Gifford and Anthony C. Gilbert,
and each or any one of them, 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 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 substitutes or substitute, may
lawfully do or cause to be done by virtue hereof.
<PAGE> 5
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.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ John F. Gifford President, Chief Executive Officer, February 23, 1995
- --------------------------------------- Chairman of the Board and Director (Principal
(John F. Gifford) Executive Officer)
/s/ Michael J. Byrd Vice President and Chief Financial Officer February 23, 1995
- --------------------------------------- (Principal Financial Officer)
(Michael J. Byrd)
/s/ Richard E. Slater Vice President, Chief Accounting Officer February 23, 1995
- ---------------------------------------- (Principal Accounting Officer)
(Richard E. Slater)
/s/ James R. Bergman Director February 23, 1995
- -------------------------------
(James R. Bergman)
/s/ Robert F. Graham Director February 23, 1995
- -------------------------------
(Robert F. Graham)
/s/ A.R. Frank Wazzan Director February 23, 1995
- ------------------------------
(A.R. Frank Wazzan)
</TABLE>
<PAGE> 6
INDEX TO EXHIBITS
The contents of the Registration Statements on Form S-8 No. 33-54026 and
33-72186 filed with the Securities and Exchange Commission on October 30, 1992
and November 24, 1993, respectively, are hereby incorporated by reference
herein.
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
<S> <C>
5 Opinion of Cooley Godward Castro Huddleson & Tatum.
23.1 Consent of Ernst & Young, LLP, independent auditors.
23.2 Consent of Cooley Godward Castro Huddleson & Tatum is contained in Exhibit 5 to this
Registration Statement.
24 Power of Attorney is contained on the signature pages.
99.1 Registrant's Incentive Stock Option Plan, as amended as
of November 10, 1994. Filed as Exhibit 10.13 to the Company's Annual Report on Form
10-K for the fiscal year ended June 30, 1994.
99.2 Registrant's Supplemental Nonemployee Stock Option Plan, as amended as
of November 10, 1994. Filed as Exhibit 10.15 to the Company's Annual Report on Form
10-K for the fiscal year ended June 30, 1994.
99.3 Registrant's 1987 Employee Stock Participation Plan, as amended as
of November 10, 1994. Filed as Exhibit 10.16 to the Company's Annual Report on Form
10-K for the fiscal year ended June 30, 1994.
99.4 Registrant's 1987 Supplemental Stock Option Plan, as amended as
of November 10, 1994. Filed as Exhibit 10.14 to the Company's Annual Report on Form
10-K for the fiscal year ended June 30, 1994.
</TABLE>
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EXHIBIT 5
February 24, 1995
Maxim Integrated Products, Inc.
120 San Gabriel Drive
Sunnyvale, California 94086
Ladies and Gentlemen:
You have requested our opinion with respect to certain matters in connection
with the filing by Maxim Integrated Products, Inc. (the "Company") of a
Registration Statement on Form S-8 (the "Registration Statement") with the
Securities and Exchange Commission covering the offering of up to 3,600,000
shares of the Company's Common Stock, $.001 par value, (the "Common Stock")
pursuant to its Incentive Stock Option Plan, Supplemental Nonemployee Stock
Option Plan, 1987 Employee Stock Participation Plan and 1987 Supplemental Stock
Option Plan (the "Plans") (collectively, the "Shares").
In connection with this opinion, we have examined the Registration Statement
and related Prospectuses, your Certificate of Incorporation and By-laws, as
amended, and such other documents, records, certificates, memoranda and other
instruments as we deem necessary as a basis for this opinion. We have assumed
the genuineness and authenticity of all documents submitted to us as originals,
the conformity to originals of all documents submitted to us as copies thereof,
and the due execution and delivery of all documents where due execution and
delivery are a prerequisite to the effectiveness thereof.
On the basis of the foregoing, and in reliance thereon, we are of the opinion
that the Shares, when sold and issued in accordance with the Plans, the
Registration Statement and related Prospectuses, will be validly issued, fully
paid, and nonassessable (except as to shares issued pursuant to certain
deferred payment arrangements, which will be fully paid and nonassessable when
such deferred payments are made in full).
We consent to the filing of this opinion as an exhibit to the Registration
Statement.
Very truly yours,
COOLEY GODWARD CASTRO
HUDDLESON & TATUM
By: /s/ James R. Jones
-------------------------------------
James R. Jones
<PAGE> 1
EXHIBIT 23.1
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement
(Form S-8) pertaining to the Incentive Stock Option Plan, the Supplemental
Nonemployee Stock Option Plan, the 1987 Supplemental Stock Option Plan, and the
1987 Employee Stock Participation Plan of Maxim Integrated Products, Inc. of
our report dated August 5, 1994, with respect to the consolidated financial
statements of Maxim Integrated Products, Inc. incorporated by reference in its
Annual Report (Form 10-K) for the year ended June 30, 1994 and the related
financial statement schedules included therein, filed with the Securities and
Exchange Commission.
/s/ ERNST & YOUNG LLP
San Jose, California
February 24, 1995
