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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 1, 1996
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
INTEGRATED SYSTEMS, INC.
(Exact name of Registrant as specified in its charter)
CALIFORNIA 94-2658153
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
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201 MOFFETT PARK DRIVE
SUNNYVALE, CALIFORNIA 94089
(408) 542-1500
(Address, including zip code, and telephone number,
including area code, of Registrant's principal executive offices)
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NARENDRA K. GUPTA, CHAIRMAN OF THE BOARD
INTEGRATED SYSTEMS, INC.
201 MOFFETT PARK DRIVE
SUNNYVALE, CALIFORNIA 94089
(408) 542-1500
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
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Copies to:
LAIRD H. SIMONS III, ESQ. WILLIAM D. SHERMAN, ESQ.
FRED M. GREGURAS, ESQ. JOHN W. CAMPBELL III, ESQ.
KATHERINE T. TALLMAN, ESQ. CORI M. ALLEN, ESQ.
MONA CHANDRA, ESQ. MORRISON & FOERSTER LLP
FENWICK & WEST LLP 755 PAGE MILL ROAD
TWO PALO ALTO SQUARE PALO ALTO, CALIFORNIA 94304
PALO ALTO, CALIFORNIA 94306 (415) 813-5600
(415) 494-0600
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
As soon as practicable after the effective date of this Registration Statement.
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If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. / /
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, check the following box. / /
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. /X/ 333-02449
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. / /
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. / /
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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TITLE OF EACH CLASS OF SECURITIES AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING AMOUNT OF
TO BE REGISTERED REGISTERED(1) SHARE PRICE REGISTRATION FEE
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<S> <C> <C> <C> <C>
Common Stock, no par value 115,000 shs. $28.00 $3,220,000 $1,110.34
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</TABLE>
(1) Includes 15,000 shares that the Underwriters have the option to
purchase to cover over-allotments, if any.
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THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE
OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
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In accordance with General Instruction IV to Form S-3 and Rule 462(b)
promulgated under the Securities Act of 1933, this Registration Statement
incorporated by reference the contents of Registration Statement No. 333-02449
filed with the Securities and Exchange Commission on April 12, 1996.
EXHIBITS.
The following exhibits are filed herewith:
EXHIBIT
NUMBER EXHIBIT TITLE
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5.01 - Opinion of Fenwick & West LLP regarding legality of the securities
being issued.
23.01 - Consent of Fenwick & West LLP (included in Exhibit 5.01).
23.02 - Consent of Coopers & Lybrand L.L.P., Independent Accountants.
24.1 - Power of Attorney (incorporated by reference from page II-4 of the
Registration Statement on Form S-3 (File No. 333-02449)).
II-1
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SIGNATURES
In accordance with the requirements of the Securities Act, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and authorized this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Sunnyvale, State of California, on April 30, 1996.
INTEGRATED SYSTEMS, INC.
By: /s/ Steven Sipowicz
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Steven Sipowicz
Vice President, Finance and Chief
Financial Officer
POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed below by the following persons in the capacities and
on the dates indicated.
<TABLE>
<CAPTION>
NAME TITLE DATE
<S> <C> <C>
PRINCIPAL EXECUTIVE OFFICER:
/s/ David P. St. Charles* President, Chief Executive Officer April 30, 1996
- --------------------------- and Director
David P. St. Charles
PRINCIPAL FINANCIAL AND ACCOUNTING OFFICER:
/s/ Steven Sipowicz Vice President, Finance and April 30, 1996
- --------------------------- Chief Financial Officer
Steven Sipowicz
ADDITIONAL DIRECTORS:
/s/ Narendra K. Gupta* Chairman of the Board and Secretary April 30, 1996
- ---------------------------
Narendra K. Gupta
/s/ John C. Bolger* Director April 30, 1996
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John C. Bolger
/s/ Vinita Gupta* Director April 30, 1996
- ---------------------------
Vinita Gupta
/s/ Thomas Kailath* Director April 30, 1996
- ---------------------------
Thomas Kailath
/s/ Richard C. Murphy* Director April 30, 1996
- ---------------------------
Richard C. Murphy
*By: /s/ Steven Sipowicz
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Steven Sipowicz
Attorney-in-fact
</TABLE>
II-2
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EXHIBIT INDEX
EXHIBIT
NUMBER EXHIBIT TITLE
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5.01 - Opinion of Fenwick & West LLP regarding legality of the securities
being issued.
23.01 - Consent of Fenwick & West LLP (included in Exhibit 5.01).
23.02 - Consent of Coopers & Lybrand L.L.P., Independent Accountants.
24.1 - Power of Attorney (incorporated by reference from page II-4 of the
Registration Statement on Form S-3 (File No. 333-02449)).
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EXHIBIT 5.01
[FENWICK & WEST LLP LETTERHEAD]
April 30, 1996
Integrated Systems, Inc.
201 Moffett Park Drive
Sunnyvale, CA 94089
Ladies and Gentlemen:
At your request, we have examined the registration statement to be
filed by you with the Securities and Exchange Commission (the "Commission") on
April 30, 1996, pursuant to Rule 462(b) promulgated under the Securities Act of
1933, as amended (the "Securities Act") in connection with the registration
under the Securities Act of up to 115,000 shares of your Common Stock,
(collectively, the "Shares"), all of which are presently issued and outstanding
or will be issued pursuant to the exercise of options and outstanding prior to
the date of the closing of the offering, and will be sold by certain selling
shareholders (the "Selling Shareholders"). Pursuant to Rule 462(b) such
registration statement is deemed to be a part of registration statement file
no. 333-02449 filed by you on April 12, 1996 (the two such registration
statements being collectively referred to herein as the "Registration
Statement"). All of the Shares are to be resold to the public by the
underwriters named in the Registration Statement.
As your counsel, we have examined the proceedings taken by you in
connection with the issuance of up to 115,000 Shares that may be sold by the
Selling Shareholders.
It is our opinion that the up to 115,000 Shares that may be sold by the
Selling Shareholders are, or upon the exercise of options, will be legally
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, the Prospectus constituting a part thereof, and any amendments
thereto.
Very truly yours,
Fenwick & West
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EXHIBIT 23.02
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in this registration statement
(Form S-3) of our report dated March 27, 1996, on our audit of the consolidated
financial statements of Integrated Systems, Inc. included in its registration
statement on Form S-3 (File No. 333-02449) and the incorporation by reference
in this registration statement of our report dated March 27, 1996 on the
financial statement schedule of Integrated Systems, Inc. appearing in the
Company's 1996 Annual Report on Form 10-K.
COOPERS & LYBRAND L.L.P.
San Jose, California
April 30, 1996
