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As filed with the Securities and Exchange Commission on October 6, 1999
Registration No. 333-
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)
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<S> <C>
California 77-00246
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
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120 San Gabriel Drive
Sunnyvale, California 94086
(Address of Principal Executive Office Including Zip Code)
MAXIM INTEGRATED PRODUCTS, INC.
SUPPLEMENTAL NONEMPLOYEE STOCK OPTION PLAN, AS AMENDED
1987 SUPPLEMENTAL STOCK OPTION PLAN, AS AMENDED
1988 NONEMPLOYEE DIRECTOR STOCK OPTION PLAN, AS AMENDED
1996 STOCK INCENTIVE PLAN, AS AMENDED
1987 EMPLOYEE STOCK PARTICIPATION PLAN, AS AMENDED
(Full titles of the plans)
Anthony C. Gilbert, Esq.
Maxim Integrated Products, Inc.
120 San Gabriel Drive
Sunnyvale, California 94086
(Name and address of agent for service)
(408) 737-7600
(Telephone number, including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
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Proposed maximum
Proposed maximum aggregate offering
Title of securities to be Amount to be offering price per price Amount of
registered registered share (1) registration fee
- ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock subject to 27,129,975 $22.840939 $619,674,104 $172,269.00
options under the Maxim
Integrated Products, Inc.
Stock Option Plans
Common Stock issuable 1,700,025 $64.757813 $110,089,901 $ 30,605.00
under the Maxim Integrated
Products, Inc. Stock
Option Plans
Total 28,830,000 $729,764,005 $202,874.00
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(1) Calculated solely for purposes of this offering under Rule 457(h) of the
Securities Act of 1933, as amended. The price of $22.840939 per share
represents the weighted average exercise price of the 27,129,975 shares of
Common Stock subject to options under the Maxim Integrated Products, Inc.
Plans. The price of $64.757813 per share represents the average of the high
and low price per share of Common Stock issuable under the Maxim Integrated
Products, Inc. Plans, as reported on the Nasdaq National Market on October
1, 1999.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
There are hereby incorporated by reference in this Registration Statement
the following documents and information previously filed with the Securities and
Exchange Commission (the "Commission"):
1. The contents of the Registrant's Registration Statements on Form S-8,
Commission File No. 33-54026, No. 33-72186, and No. 33-57849 including exhibits
thereto, are hereby incorporated by reference into this Registration Statement,
except as the same may be modified by the information set forth herein.
2. The Registrant's Annual Report on Form 10-K for the fiscal year ended
June 26, 1999, filed pursuant to Section 13 of the Securities Exchange Act of
1934 (the "Exchange Act").
All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Exchange Act after the date of this Registration Statement, and
prior to the filing of a post-effective amendment which indicates that all
securities offered hereby 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.
Item 8. Exhibits.
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Exhibit
Number Description
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4.1* Restated Certificate of Incorporation of the Registrant as filed with
the Delaware Secretary of State on September 21, 1995
4.2** Amendment to Restated Certificate of Incorporation of the Company as
filed with the Delaware Secretary of State on December 3, 1997
4.3*** Amended and Restated Bylaws of the Company, as amended to date
5.1 Opinion of Morrison & Foerster LLP
23.1 Consent of Counsel (included in Exhibit 5.1)
23.2 Consent of Ernst & Young LLP, Independent Auditors
25.1 Power of Attorney (included on the signature page).
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* Incorporated by Reference to the Company's Annual Report on Form 10-K for
the year ended June 30, 1995.
** Incorporated by Reference to the Company's Annual Report on Form 10-K for
the year ended June 30, 1998.
*** Incorporated by Reference to the Company's Annual Report on Form 10-K for
the year ended June 30, 1997.
2
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant,
Maxim Integrated Products, Inc., 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 October 5, 1999.
MAXIM INTEGRATED PRODUCTS, INC.
By: /s/ John F. Gifford
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John F. Gifford
President, Chief Executive Officer and
Chairman of the Board
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints John F.
Gifford and Anthony C. Gilbert, and each of them, as attorneys-in-fact, each
with the power of substitution, for him in any and all capacities, to sign any
amendment 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 to said attorneys-in-fact, 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 anything the said
attorney-in-fact 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 date indicated.
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Signature Capacity Date
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/s/ John F. Gifford President, Chief Executive October 5, 1999
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John F. Gifford Officer and Chairman of the
Board (Principal Executive
Officer)
/s/ Carl W. Jasper Vice President and October 5, 1999
- ----------------------------------- Chief Financial Officer
Carl W. Jasper (Principal Financial and
Accounting Officer)
/s/ James R. Bergman Director October 5, 1999
- -----------------------------------
James R. Bergman
/s/ B. Kipling Hagopian Director October 5, 1999
- -----------------------------------
B. Kipling Hagopian
/s/ A.R. Frank Wazzan Director October 5, 1999
- -----------------------------------
A.R. Frank Wazzan
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INDEX TO EXHIBITS
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Exhibit
Number Description
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4.1* Restated Certificate of Incorporation of the Registrant as filed with
the Delaware Secretary of State on September 21, 1995
4.2** Amendment to Restated Certificate of Incorporation of the Company as
filed with the Delaware Secretary of State on December 3, 1997
4.3*** Amended and Restated Bylaws of the Company, as amended to date
5.1 Opinion of Morrison & Foerster LLP
23.1 Consent of Counsel (included in Exhibit 5.1)
23.2 Consent of Ernst & Young LLP, Independent Auditors
25.1 Power of Attorney (included on the signature page).
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* Incorporated by Reference to the Company's Annual Report on Form 10-K for
the year ended June 30, 1995.
** Incorporated by Reference to the Company's Annual Report on Form 10-K for
the year ended June 30, 1998.
*** Incorporated by Reference to the Company's Annual Report on Form 10-K for
the year ended June 30, 1997.
4
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EXHIBIT 5.1
October 5, 1999
Maxim Integrated Products, Inc.
120 San Gabriel Drive
Sunnyvale, CA 94086
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-8 to be filed by
Maxim Integrated Products, Inc., a Delaware corporation (the "Company"), with
the Securities and Exchange Commission on October 5, 1999 (the "Registration
Statement"), relating to the registration under the Securities Act of 1933, as
amended, of 28,830,000 shares of the Company's Common Stock, $0.001 par value
(the "Stock"). The Stock is reserved for issuance pursuant to options granted or
to be granted under the Company's Supplemental Nonemployee Stock Option Plan, as
amended, 1987 Supplemental Stock Option Plan, as amended, 1988 Nonemployee
Director Stock Option Plan, as amended, 1996 Stock Incentive Plan, as amended,
and shares to be issued under the Company's Company's 1987 Employee Stock
Participation Plan, as amended. As counsel to the Company, we have examined the
proceedings taken by the Company in connection with the registration of the
Stock.
It is our opinion that the Stock, when issued and sold in the manner
described in the Registration Statement and the related Prospectus, 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 all references to us in the Registration
Statement and any amendments thereto.
Very truly yours,
/s/ MORRISON & FOERSTER
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Exhibit 23.2
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement
(Form S-8) pertaining to the Supplemental Nonemployee Stock Option Plan, as
amended, 1987 Supplemental Stock Option Plan, as amended, 1988 Nonemployee
Director Stock Option Plan, as amended, 1996 Stock Incentive Plan, as amended,
and 1987 Employee Stock Participation Plan, as amended, of Maxim Integrated
Products, Inc. of our report dated July 30, 1999, with respect to consolidated
financial statements of Maxim Integrated Products, Inc. incorporated by
reference in its Annual Report (Form 10-K) for the year ended June 26, 1999 and
the related financial statement schedule included therein, filed with the
Securities and Exchange Commission.
/s/ ERNST & YOUNG LLP
San Jose, California
October 5, 1999
