As filed with the Securities and Exchange Commission April 21, 1995
Registration No. 33-_________
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
LINEAR TECHNOLOGY CORPORATION
(Exact name of registrant as specified in its charter)
CALIFORNIA 94-2778785
(State of Incorporation) (I.R.S. Employer Identification Number)
1630 McCarthy Boulevard
Milpitas, California 95035
(Address of principal executive offices, including zip code)
----------
1988 INCENTIVE STOCK OPTION PLAN
(Full title of the Plan)
----------
ROBERT H. SWANSON, JR.
President and Chief Executive Officer
LINEAR TECHNOLOGY CORPORATION
1630 McCarthy Boulevard
Milpitas, California 95035
(408) 432-1900
(Name, address and telephone number of agent for service)
----------
Copy to:
HERBERT P. FOCKLER, ESQ.
WILSON, SONSINI, GOODRICH & ROSATI
Professional Corporation
650 Page Mill Road
Palo Alto, California 94304-1050
(415) 493-9300
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================================================================================
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of Maximum Maximum Amount of
Securities to Amount to be Offering Price Aggregate Registration
be Registered Registered per Share (1) Offering Price Fee
- --------------------------------------------------------------------------------
Common Stock, 2,000,000 $56.75 $113,500,000 $39,138
no par value shares (2)
(1) Estimated in accordance with Rule 457(h) solely for the purpose of calcu-
lating the registration fee based upon the average of the high and low
prices per share of the Common Stock as reported in the Nasdaq National
Market as of April 13, 1995.
(2) Excludes all shares previously registered under Registrant's 1988
Incentive Stock Option Plan on Form S-8 Registration Statements
(Registration Nos. 33-27367, 33-37432 and 33-57330).
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INFORMATION INCORPORATED BY REFERENCE
The following documents and information heretofore filed with the
Securities and Exchange Commission are hereby incorporated by reference:
(a) The Company's Annual Report on Form 10-K for the
fiscal year ended July 3, 1994, filed pursuant to
Section 13(a) of the Securities Exchange Act of 1934,
as amended (the "Exchange Act").
(b) The Company's Quarterly Reports on Form 10-Q for the
fiscal quarter ended October 2, 1994 and January 1,
1995, filed pursuant to Section 13(a) of the Exchange
Act.
(c) The description of the Company's Common Stock to be
offered hereby which is contained in its Registra-
tion Statement on Form 8-A dated August 5, 1986,
filed pursuant to Section 12(g) of the Exchange Act.
(d) The Company's earlier Registration Statement on Form
S-8, filed October 26, 1990 (Registration No.
33-37432) for the purpose of registering other shares
of the Company's Common Stock, reserved under the
1986 Employee Stock Purchase Plan, the 1981 Incentive
Stock Option Plan, and the 1988 Incentive Stock
Option Plan, under the Securities Act of 1933, as
amended.
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, 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 part
hereof from the date of filing such documents.
Items 4-7.
Items 4 through 7, inclusive, are omitted in reliance upon General
Instruction E to Form S-8, and the above incorporation by reference of a
previously filed and currently effective Form S-8
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registering securities of the same class under the same plan (see Item 3,
subpart (d)) as those registered on this Form S-8.
Item 8. EXHIBITS
Exhibit
Number
- --------
4.1 1988 Incentive Stock Option Plan, as amended.
5.1 Opinion of counsel as to legality of securities being
registered.
23.1 Consent of Ernst & Young LLP, Independent Auditors (see page
II-5).
23.2 Consent of Counsel (contained in Exhibit 5.1).
24.1 Power of Attorney (see page II-3).
Item 9.
Omitted for the reasons set forth above for Items 4-7, inclusive.
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<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant, Linear Technology Corporation, a corporation organized and
existing under the laws of the State of California, 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 Milpitas,
State of California, on April 18, 1995.
LINEAR TECHNOLOGY CORPORATION
By: /s/ Robert H. Swanson, Jr.
-----------------------------
Robert H. Swanson, Jr.
President
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Robert H. Swanson, Jr. and Paul Coghlan,
jointly and severally, his attorneys-in-fact, each with the power of
substitution, for him in any and all capacities, to sign any amendments to this
Registration Statement on Form S-8, and to file the same, with exhibits thereto
and other documents in connection therewith, with the Securities and Exchange
Commission, hereby ratifying and confirming all that each of said
attorneys-in-fact, or his substitute or substitutes, may do or cause to be done
by virtue hereof.
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<PAGE>
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/ Robert H. Swanson, Jr. President, Chief Executive April 18, 1995
- --------------------------- Officer and Director
(Robert H. Swanson, Jr.) (Principal Executive Officer)
/s/ Paul Coghlan Vice President, Finance and April 18, 1995
- --------------------------- Administration and Chief
(Paul Coghlan) Financial Officer (Principal
Financial and Accounting
Officer)
/s/ David S. Lee Director April 18, 1995
- ---------------------------
(David S. Lee)
/s/ Leo T. McCarthy Director April 18, 1995
- ---------------------------
(Leo T. McCarthy)
/s/ Richard M. Moley Director April 18, 1995
- ---------------------------
(Richard M. Moley)
Director
- --------------------------
(Thomas S. Volpe)
II-4
<PAGE>
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 1988 Incentive Stock Option Plan of
Linear Technology Corporation of our report dated July 22, 1994, with respect to
the consolidated financial statements and schedules of Linear Technology
Corporation included and/or incorporated by reference in its Annual Report (Form
10-K) for the year ended July 3, 1994, filed with the Securities and Exchange
Commission.
/s/ Ernst & Young LLP
------------------------------
San Jose, California
April 18, 1995
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<PAGE>
INDEX TO EXHIBITS
Exhibit No. Description
- ------------ -----------------------------------------------------
4.1 1988 Incentive Stock Option
Plan, as amended.
5.1 Opinion of counsel as to legality of securities being
registered.
23.1 Consent of Ernst & Young LLP, Independent Auditors
(see page II-5).
23.2 Consent of Counsel (contained in Exhibit 5.1).
24.1 Power of Attorney (see page II-3).
Exhibit 4.1
LINEAR TECHNOLOGY CORPORATION
1988 INCENTIVE STOCK OPTION PLAN
(Amended and Restated as of November 2, 1994)
1. Purposes of the Plan. The purposes of this Stock Option Plan are to
attract and retain the best available personnel for positions of substantial
responsibility, to provide additional incentive to the Employees, Consultants
and Directors of the Company and to promote the success of the Company's
business.
Options granted hereunder may be either "incentive stock
options," as defined in Section 422 of the Internal Revenue Code of 1986, as
amended, (the "Code") or "non-statutory stock options," at the discretion of the
Board and as reflected in the terms of the written option agreement.
2. Definitions. As used herein, the following definitions shall apply:
(a) "Board" shall mean the Board of Directors of the Company.
(b) "Code" means the Internal Revenue Code of 1986, as amended.
(c) "Common Stock" shall mean the Common Stock of the Company.
(d) "Company" shall mean Linear Technology Corporation, a California
corporation.
(e) "Committee" shall mean the Committee appointed by the Board in
accordance with paragraph (a) of Section 4 of the Plan, if one is appointed.
(f) "Continuous Status as an Employee, Consultant or Director" shall
mean the absence of any interruption or termination of service as an Employee,
Consultant or Director. Continuous Status as an Employee, Consultant or Director
shall not be considered interrupted in the case of sick leave, military leave,
or any other leave of absence approved by the Board; provided that such leave is
for a period of not more than 90 days or reemployment upon the expiration of
such leave is guaranteed by contract or statute.
(g) "Consultant" shall mean any person who is engaged by the Company
or any subsidiary to render consulting services and is compensated for such
consulting services; provided that the term Consultant shall not include
directors who are not compensated for their services or paid only a director's
fee by the Company.
(h) "Director" shall mean a member of the Board of Directors of the
Company.
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(i) "Disinterested Person" shall mean an administrator of the Plan
who is not at the time he exercises discretion in administering the Plan
eligible and has not at any time within one year prior thereto been eligible for
selection as a person to whom stock may be allocated or to whom stock options or
stock appreciation rights may be granted pursuant to the Plan or any other plan
of the Company or any Parent or Subsidiary of the Company entitling the
participants therein to acquire stock, stock options or stock appreciation
rights of the Company or any Parent or Subsidiary of the Company.
(j) "Employee" shall mean any person, including officers and
directors, employed by the Company or any Parent or Subsidiary of the Company
which now exists or is hereafter organized or acquired by the Company. The
payment of directors' fees by the Company shall not be sufficient to constitute
"employment" by the Company.
(k) "Exchange Act" shall mean the Securities Exchange Act of 1934,
as amended.
(l) "Incentive Stock Option" shall mean an Option intended to
qualify as an incentive stock option within the meaning of Section 422 of the
Code.
(m) "Nonstatutory Stock Option" shall mean an Option not intended to
qualify as an Incentive Stock Option.
(n) "Option" shall mean a stock option granted pursuant to the Plan.
(o) "Optioned Stock" shall mean the Common Stock subject to an
Option.
(p) "Optionee" shall mean an Employee who receives an Option.
(q) "Parent" shall mean a "parent corporation", whether now or
hereafter existing, as defined in Section 424(e) of the Code of 1986.
(r) "Plan" shall mean this 1988 Incentive Stock Option Plan, as
amended from time to time.
(s) "Share" shall mean a share of the Common Stock, as adjusted in
accordance with Section 11 of the Plan.
(t) "Subsidiary" shall mean a "subsidiary corporation", whether now
or hereafter existing, as defined in Section 424(f) of the Internal Revenue Code
of 1986, as amended.
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3. Stock Subject to the Plan. Subject to the provisions of Section 11
of the Plan, the maximum aggregate number of shares which may be optioned and
sold under the Plan is 8,000,000 shares of Common Stock. The Shares may be
authorized, but unissued, or reacquired Common Stock.
If an Option should expire or become unexercisable for any
reason without having been exercised in full, the unpurchased shares which were
subject thereto shall, unless the Plan shall have been terminated, become
available for other Options under the Plan.
4. Administration of the Plan.
(a) Procedure.
(i) Administration With Respect to Officers. With respect to
grants of Options to Employees who are also officers of the Company, the Plan
shall be administered by (A) the Board if the Board may administer the Plan in
compliance with Rule 16b-3 promulgated under the Exchange Act or any successor
thereto ("Rule 16b-3") with respect to such grants, or (B) a Committee
designated by the Board to administer the Plan, which Committee shall be
constituted in such a manner as to permit the Plan to comply with Rule 16b-3
with respect to such grants. Once appointed, such Committee shall continue to
serve in its designated capacity until otherwise directed by the Board. From
time to time the Board may increase the size of the Committee and appoint
additional members thereof, remove members (with or without cause) and appoint
new members in substitution therefor, fill vacancies, however caused, and remove
all members of the Committee and thereafter directly administer the Plan, all to
the extent permitted by Rule 16b-3 with respect to a plan intended to qualify
thereunder.
(ii) Multiple Administrative Bodies. If permitted by Rule 16b-3,
the Plan may be administered by different bodies with respect to directors,
non-director officers and Employees who are neither directors nor officers.
(iii) Administration With Respect to Consultants and Other
Employees. With respect to grants of Options to Employees or Consultants who are
neither directors nor officers of the Company, the Plan shall be administered by
(A) the Board or (B) a Committee designated by the Board, which Committee shall
be constituted in such a manner as to satisfy the legal requirements relating to
the administration of incentive stock option plans, if any, of California
corporate and securities laws and of the Code (the "Applicable Laws"). Once
appointed, such Committee shall continue to serve in its designated capacity
until otherwise directed by the Board. From time to time the Board may increase
the size of the Committee and appoint additional members thereof, remove members
(with or without cause) and appoint new members in substitution therefor, fill
vacancies, however caused, and remove all members of the Committee and
thereafter directly administer the Plan, all to the extent permitted by the
Applicable Law.
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<PAGE>
(iv) Administration With Respect to Directors. Unless the Plan
is administered, with respect to Director grants, by a Committee of three (3) or
more Disinterested Persons, any grant of Options to a Director must satisfy all
of following requirements:
(A) Subject to the provisions of Section 11 of the Plan, the
aggregate number of Shares for which Options may be granted to all Directors may
not exceed 40% of the total number of Shares for which Options may be granted
under the Plan;
(B) Subject to the provisions of Section 11 of the Plan, the
maximum number of shares for which Options may be granted to any one Director in
any single calendar year shall not exceed five percent (5%) of the total number
of Shares for which Options may be granted under the Plan;
(C) Options may be exercised only after one year has expired
from the date of grant; and
(D) The exercise price of Options must not be less than the
fair market value of a Share on the date such Options were granted.
(v) As used in the Plan and in any Option, the term "Board"
shall refer to either the Committee or the Board if no Committee is then
designated.
(b) Powers of the Board. Subject to the provisions of the Plan, the
Board shall have the authority, in its discretion: (i) to grant Incentive Stock
Options or Nonstatutory Stock Options; (ii) to determine, upon review of
relevant information and in accordance with the provisions of Section 8(b) of
the Plan, the fair market value of the Common Stock; (iii) to determine the
exercise price per share of Options to be granted, which price shall in no event
be less than the fair market value per share of Common Stock on the date of
grant of the Option, or 110% of such fair market value in the case of any Option
granted to an Employee who, immediately before the grant of such Option, owns
stock representing more than ten percent (10%) of the voting power or value of
all classes of stock of Company or its Parent or Subsidiaries; (iv) to determine
the Employees, Consultants or Directors to whom, and the time or times at which,
Options shall be granted and the number of shares to be represented by each
Option; (v) to interpret the Plan; (vi) to prescribe, amend and rescind rules
and regulations relating to the Plan; (vii) to determine the terms and
provisions of each Option granted under the Plan (which need not be identical)
and, with the consent of the holder thereof, modify or amend each Option; (viii)
to accelerate or defer (with the consent of Optionee) the exercise date of any
Option, consistent with the provisions of Section 5 of the Plan; (ix) to
authorize any person to execute on behalf of the Company any instrument required
to effectuate the grant of an Option previously granted by the Board; and (x) to
make all other determinations deemed necessary or advisable for the
administration of the Plan.
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<PAGE>
(c) Effect of Board's Decision. All decisions, determinations and
interpretations of the Board shall be final and binding on all Optionees and any
other holders of any Options granted under the Plan.
5. Eligibility.
(a) Options may be granted only to Employees, Consultants and
Directors. Incentive Stock Options may be granted only to Employees. An
Employee, Consultant or Director who has been granted an Option may, if he is
otherwise eligible, be granted an additional Option or Options.
(b) Each Option shall be designated in the written option agreement
as either an Incentive Stock Option or a Nonstatutory Stock Option. However,
notwithstanding such designations, to the extent that the aggregate Fair Market
Value of the Shares with respect to which Options designated as Incentive Stock
Options are exercisable for the first time by any Optionee during any calendar
year (under all plans of the Company or any Parent or Subsidiary) exceeds
$100,000, such excess Options shall be treated as Nonstatutory Stock Options.
(c) For purposes of Section 5(b), Incentive Stock Options shall be
taken into account in the order in which they were granted, and the Fair Market
Value of the Shares shall be determined as of the time the Option with respect
to such Shares is granted.
(d) The Plan shall not confer upon any Optionee any right with
respect to continuation of employment or consulting relationship with the
Company, nor shall it interfere in any way with his right or the Company's right
to terminate his employment or consulting relationship at any time.
(e) The following limitations shall apply to grants of Options to
Employees:
(i) No Employee shall be granted, in any fiscal year of the
Company, Options to purchase more than 250,000 Shares.
(ii) In connection with his or her initial employment, an
Employee may be granted Options to purchase up to an additional 250,000 shares
which shall not count against the limit set forth in subsection (i) above.
(iii) The foregoing limitations shall be adjusted
proportionately in connection with any change in the Company's capitalization as
described in Section 11.
(iv) If an Option is canceled in the same fiscal year of the
Company in which it was granted (other than in connection with a transaction
described in Section 11), the canceled Option will be counted against the limit
set forth in Section 5(e)(i). For this purpose, if
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the exercise price of an Option is reduced, the transaction will be treated as a
cancellation of the Option and the grant of a new Option.
6. Term of Plan. The Plan shall become effective upon the earlier to
occur of its adoption by the Board or its approval by the shareholders of the
Company as described in Section 17 of the Plan. It shall continue in effect for
a term of ten (10) years unless sooner terminated under Section 13 of the Plan.
7. Term of Option. The term of each Incentive Stock Option shall be ten
(10) years from the date of grant thereof or such shorter term as may be
provided in the Stock Option Agreement. The term of each Option that is not an
Incentive Stock Option shall be ten (10) years and one (1) day from the date of
grant thereof or such shorter term as may be provided in the Stock Option
Agreement. However, in the case of an Option granted to an Optionee who, at the
time the Option is granted, owns stock representing more than ten percent (10%)
of the voting power of all classes of stock of the Company or any Parent or
Subsidiary, (a) if the Option is an Incentive Stock Option, the term of the
Option shall be five (5) years from the date of grant thereof or such shorter
time as may be provided in the Stock Option Agreement, or (b) if the Option is
not an Incentive Stock Option, the term of the Option shall be five (5) years
and one (1) day from the date of grant thereof or such shorter term as may be
provided in the Stock Option Agreement.
8. Exercise Price and Consideration.
(a) The per Share Exercise Price for the Shares to be issued
pursuant to exercise of an Option shall be such price as is determined by the
Board, but shall in no event be less than the fair market value per Share on the
date of grant of the Option. In the case of an Option granted to an Employee
who, immediately before the grant of such Option, owns stock representing more
than ten percent (10%) of the voting power or value of all classes of stock of
Company or its Parent or Subsidiaries, the per share Option price shall be at
least 110% of the fair market value as is determined by the Board. The fair
market value shall be determined by the Board in its discretion; provided,
however, that where there is a public market for the Common Stock, the fair
market value per Share shall be the mean of the reported bid and asked prices
for the Common Stock as of the date of grant, or, in the event the Common Stock
is listed on a stock exchange, the fair market value per Share shall be the
closing price on the exchange as of the date of grant of the Option.
(b) The consideration to be paid for the Shares to be issued upon
exercise of an Option, including the method of payment, shall be determined by
the Administrator (and, in the case of an Incentive Stock Option, shall be
determined at the time of grant) and may consist entirely of (1) cash, (2)
check, (3) promissory note, (4) other Shares which (x) in the case of Shares
acquired upon exercise of an Option either have been owned by the Optionee for
more than six months on the date of surrender or were not acquired, directly or
indirectly, from the Company, and (y) have a Fair Market Value on the date of
surrender equal to the aggregate
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exercise price of the Shares as to which said Option shall be exercised, (5)
authorization from the Company to retain from the total number of shares as to
which the Option is exercised that number of Shares having a Fair Market Value
on the date of exercise equal to the exercise price for the total number of
Shares as to which the Option is exercised, (6) delivery of a properly executed
exercise notice together with irrevocable instructions to a broker to promptly
deliver to the Company the amount of sales or loan proceeds required to pay the
exercise price, (7) by delivering an irrevocable subscription agreement for the
Shares which irrevocably obligates the option holder to take and pay for the
Shares not more than twelve months after the date of delivery of the
subscription agreement, (8) any combination of the foregoing methods of payment,
(9) or such other consideration and method of payment for the issuance of Shares
to the extent permitted under Applicable Laws. In making its determination as to
the type of consideration to accept, the Board shall consider if acceptance of
such consideration may be reasonably expected to benefit the Company (Section
315(b) of the California General Corporation law).
9. Exercise of Option.
(a) Procedure for Exercise; Rights as a Shareholder. Any Option
granted hereunder shall be exercisable at such times and under such conditions
as determined by the Board, including performance criteria with respect to the
Company and/or the Optionee, and shall be permissible under the terms of the
Plan. For purposes of this provision, an incentive stock option shall be treated
as outstanding until such option is exercised in full or expires by reason of
lapse of time.
An Option may not be exercised for a fraction of a Share.
An Option shall be deemed to be exercised when written notice of
such exercise has been given to the Company in accordance with the terms of the
Option by the person entitled to exercise the Option and full payment for the
Shares with respect to which the Option is exercised has been received by the
Company. Full payment may, as authorized by the Board and reflected in the
Option agreement, consist of any consideration and method of payment allowable
under Section 8(b) of the Plan. Until the issuance (as evidenced by the
appropriate entry on the books of the Company or of a duly authorized transfer
agent of the Company) of the stock certificate evidencing such Shares, no right
to vote or receive dividends or any other rights as a stockholder shall exist
with respect to the Optioned Shares, notwithstanding the exercise of the
Option. No adjustment will be made for a dividend or other right for which the
record date is prior to the date the stock certificate is issued, except as
provided in Section 11 of the Plan.
Exercise of an Option in any manner shall result in a decrease in
the number of Shares which thereafter may be available, both for purposes of the
Plan and for sale under the Option, by the number of Shares as to which the
Option is exercised.
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(b) Termination of Status as an Employee, Consultant or Director. If
an Employee, Consultant or Director ceases to serve as an Employee, Consultant
or Director, he may, but only within thirty (30) days (or such other period of
time not exceeding three (3) months as is determined by the Board at the time of
grant of the Option) after the date he ceases to be an Employee, Consultant or
Director of the Company, exercise his Option to the extent that he was entitled
to exercise it at the date of such termination. To the extent that he was not
entitled to exercise the option at the date of such termination, or if he does
not exercise an option (which he was entitled to exercise) within the time
specified herein, the Option shall terminate.
(c) Disability of Optionee. Notwithstanding the provisions of
Section 9(b) above, in the event an Employee, Consultant or Director is unable
to continue as an Employee, Consultant or Director as a result of his total and
permanent disability (as defined in Section 22(e)(3) of the Code), he may, but
only within six (6) months (or such other period of time not exceeding twelve
(12) months as is determined by the Board at the time of grant of the Option)
from the date of termination, exercise his Option to the extent he was entitled
to exercise it at the date of such termination. To the extent that he was not
entitled to exercise the Option at the date of termination, or if he does not
exercise such Option (which he was entitled to exercise) within the time
specified herein, the Option shall terminate.
(d) Death of Optionee. In the event of the death of an Optionee:
(i) during the term of the Option who is at the time of his
death an Employee, Consultant or Director of the Company and who shall have been
in Continuous Status as an Employee, Consultant or Director since the date of
grant of the Option, the Option may be exercised, at any time within six (6)
months following the date of death, by the Optionee's estate or by a person who
acquired the right to exercise the Option by bequest or inheritance, but only to
the extent of the right to exercise that would have accrued had the Optionee
continued living and remained in Continuous Status as an Employee, Consultant or
Director living six (6) months after the date of death; or
(ii) within one (1) month after the termination of Continuous
Status as an Employee, Consultant or Director, the Option may be exercised, at
any time within six (6) months following the date of death, by the Optionee's
estate or by a person who acquired the right to exercise the Option by bequest
or inheritance, but only to the extent of the right to exercise that had accrued
at the date of termination.
10. Non-Transferability of Options. The Option may not be sold,
pledged, assigned, hypothecated, transferred, or disposed of in any manner other
than by will or by the laws of descent or distribution and may be exercised,
during the lifetime of the Optionee, only by the Optionee.
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11. Adjustments Upon Changes in Capitalization or Merger. Subject to
any required action by the shareholders of the Company, the number of shares of
Common Stock covered by each outstanding Option, and the number of shares of
Common Stock which have been authorized for issuance under the Plan but as to
which no Options have yet been granted or which have been returned to the Plan
upon cancellation or expiration of an Option (collectively, the "Reserves"), as
well as the price per share of Common Stock covered by each such outstanding
Option, shall be proportionately adjusted for any increase or decrease in the
number of issued shares of Common Stock resulting from a stock split or the
payment of a stock dividend (but only on the Common Stock) or any other increase
or decrease in the number of such shares of Common Stock effected without
receipt of consideration by the Company; provided, however, that conversion of
any convertible securities of the Company shall not be deemed to have been
"effected without receipt of consideration." Such adjustment shall be made by
the Board, whose determination in that respect shall be final, binding and
conclusive. Except as expressly provided herein, no issue by the Company of
shares of stock of any class, or securities convertible into shares of stock of
any class, shall affect, and no adjustment by reason thereof shall be made with
respect to, the number or price of shares of Common Stock subject to an Option.
In the event of the proposed dissolution or liquidation of the
Company, the Option will terminate immediately prior to the consummation of such
proposed action, unless otherwise provided by the Board. The Board may, in the
exercise of its sole discretion in such instances, declare that any Option shall
terminate as of a date fixed by the Board and give each Optionee the right to
exercise his Option as to all or any part of the Optioned Stock, including
Shares as to which the Option would not otherwise be exercisable. In the event
of a proposed sale of all or substantially all of the assets of the Company, or
the merger of the Company with or into another corporation, the Option shall be
assumed or an equivalent option shall be substituted by such successor
corporation or a parent or subsidiary of such successor corporation, unless the
Board determines, in the exercise of its sole discretion and in lieu of such
assumption or substitution, that the Optionee shall have the right to exercise
the Option as to all of the Optioned Stock, including Shares as to which the
Option would not otherwise be exercisable. If the Board makes an Option fully
exercisable in lieu of assumption or substitution in the event of a merger or
sale of assets, the Board shall notify the Optionee that the Option shall be
fully exercisable for a period of thirty (30) days from the date of such notice,
and the Option will terminate upon the expiration of such period.
12. Time of Granting Options. The date of grant of an Option shall, for
all purposes, be the date on which the Board makes the determination granting
such Option. Notice of the determination shall be given to each Employee,
Consultant or Director to whom an Option is so granted within a reasonable time
after the date of such grant.
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<PAGE>
13. Amendment and Termination of the Plan.
(a) Amendment and Termination. The Board may at any time amend,
alter, suspend or discontinue the Plan, but no amendment, alteration, suspension
or discontinuation shall be made which would impair the rights of any Optionee
under any grant theretofore made, without his or her consent. In addition, to
the extent necessary and desirable to comply with Rule 16b-3 under the Exchange
Act or with Section 422 of the Code (or any other applicable law or regulation,
including the requirements of the NASD or an established stock exchange), the
Company shall obtain shareholder approval of any Plan amendment in such a manner
and to such a degree as required.
(b) Effect of Amendment or Termination. Any such amendment or
termination of the Plan shall not affect Options already granted and such
Options shall remain in full force and effect as if this Plan had not been
amended or terminated, unless mutually agreed otherwise between the Optionee and
the Board, which agreement must be in writing and signed by the Optionee and the
Company.
14. Conditions Upon Issuance of Shares. Shares shall not be issued with
respect to an Option granted under the Plan unless the exercise of such Option
and the issuance and delivery of such Shares pursuant thereto shall comply with
all relevant provisions of law, including, without limitation, the Securities
Act of 1933, as amended, the Exchange Act, the rules and regulations promulgated
thereunder, and the requirements of any stock exchange upon which the Shares may
then be listed, and shall be further subject to the approval of counsel for the
Company with respect to such compliance.
As a condition to the exercise of an Option, the Company may require
the person exercising such Option to represent and warrant at the time of any
such exercise that the Shares are being purchased only for investment and
without any present intention to sell or distribute such Shares if, in the
opinion of counsel for the Company, such a representation is required by any of
the aforementioned relevant provisions of law.
15. Reservation of Shares. The Company, during the term of this Plan,
will at all times reserve and keep available such number of Shares as shall be
sufficient to satisfy the requirements of the Plan.
Inability of the Company to obtain authority from any regulatory
body having jurisdiction, which authority is deemed by the Company's counsel to
be necessary to the lawful issuance and sale of any Shares hereunder, shall
relieve the Company of any liability in respect of the failure to issue or sell
such Shares as to which such requisite authority shall not have been obtained.
16. Option Agreement. Options shall be evidenced by written option
agreements in such form as the Board shall approve.
-10-
Exhibit 5.1
April 20, 1995
Linear Technology Corporation
1630 McCarthy Boulevard
Milpitas, CA 95035
RE: REGISTRATION STATEMENT ON FORM S-8
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-8 to be filed by you
with the Securities and Exchange Commission on or about April 21, 1995 (the
"Registration Statement") in connection with the registration under the
Securities Act of 1933, as amended, of 2,000,000 shares of your Common Stock
(the "Shares") to be issued pursuant to the 1988 Incentive Stock Option Plan, as
amended (the "Plan"). As your counsel in connection with the proposed
transaction, we have examined the proceedings taken and proposed to be taken in
connection with the issuance and sale of the Shares to be issued under the plan.
It is our opinion that, upon completion of the proceedings being taken or
contemplated by us, as your counsel, to be taken prior to the issuance of the
Shares pursuant to the terms of the Plan, and upon completion of the proceedings
being taken in order to permit such transactions to be carried out in accordance
with the securities laws of the various states where required, 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 and any amendments thereto.
Very truly yours,
WILSON, SONSINI, GOODRICH & ROSATI
Professional Corporation
/s/ Wilson, Sonsini, Goodrich & Rosati, P.C.
