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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 30, 1998
Registration No.____________________
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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POWER INTEGRATIONS, INC.
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(Exact name of registrant as specified in its charter)
Delaware 94-3065014
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(State or other jurisdiction (I.R.S. employer identification no.)
of incorporation or organization)
477 North Mathilda Avenue
Sunnyvale, CA 94086
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(Address of principal executive offices) (Zip code)
POWER INTEGRATIONS, INC.
1998 NONSTATUTORY STOCK OPTION PLAN
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(Full title of the plan)
Robert G. Staples
Vice President, Finance and Administration,
Chief Financial Officer and Secretary
Power Integrations, Inc.
477 North Mathilda Avenue
Sunnyvale, CA 94086
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(Name and address of agent for service)
Telephone number, including area code, of agent for service: 408/523-9200
This registration statement shall hereafter become effective in accordance with
Rule 462 promulgated under the Securities Act of 1933, as amended (the
"Securities Act").
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<TABLE>
<CAPTION>
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CALCULATION OF REGISTRATION FEE
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PROPOSED
TITLE OF MAXIMUM PROPOSED
SECURITIES OFFERING MAXIMUM
TO BE AMOUNT TO BE PRICE PER AGGREGATE AMOUNT OF
REGISTERED/1/ REGISTERED SHARE/2/ OFFERING PRICE REGISTRATION FEE
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<S> <C> <C> <C> <C>
1998 Nonstatutory Stock Option Plan
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Common Stock 333,900 $ 9.6564 $3,224,271.96 $ 896.35
Par Value $0.001 166,100 $24.6875 $4,100,593.75 $1,139.97
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TOTAL 500,000 $7,324,865.71 $2,036.32
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</TABLE>
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/1/ Includes options to acquire such Common Stock.
/2/ The offering price is estimated pursuant to Rule 457 solely for purposes
of calculating the registration fee. As to the shares subject to outstanding but
unexercised options, the price is computed on the basis of the average exercise
price for the options outstanding under the 1998 Nonstatutory Stock Option Plan
(the "Plan"). As to the shares available for grant under the Plan, the price is
based upon the average of the high and low prices of the Common Stock on
December 28, 1998 as reported on the National Association of Securities Dealers
Automated Quotations System.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
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Item 3. Incorporation of Documents by Reference
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Power Integrations, Inc. (the "Company") hereby incorporates by
reference in this registration statement the following documents:
(a) The Company's latest annual report on Form 10-K filed pursuant to
Sections 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), containing audited financial statements for the Company's
latest fiscal year ended December 31, 1997, as filed with the Securities and
Exchange Commission (the "Commission").
(b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the registrant document
referred to in (a) above.
(c) The description of the Company's Common Stock contained in the
Company's Registration Statement on Form 8-A filed on December 1, 1997 under the
Exchange Act, including any amendment or report filed for the purpose of
updating such description.
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-
effective amendment to this registration statement which indicates that all
securities offered hereby have been sold or which deregisters all securities
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 4. Description of Securities
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Inapplicable.
Item 5. Interests of Named Experts and Counsel
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Inapplicable.
Item 6. Indemnification of Directors and Officers
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Delaware law authorizes corporations to eliminate the personal
liability of directors to corporations and their stockholders for monetary
damages for breach or alleged breach of the directors' "duty of care." While the
relevant statute does not change directors' duty of care, it enables
corporations to limit available relief to equitable remedies such as injunction
or rescission. The statute has no effect on directors' duty of loyalty, acts or
omissions not in good faith or involving intentional misconduct or knowing
violations of law, illegal payment of dividends and approval of any transaction
from which a director derives an improper personal benefit.
The Company has adopted provisions in its Certificate of Incorporation
which eliminate the personal liability of its directors to the Company and its
stockholders for monetary damages for breach or alleged breach of their duty of
care. The Bylaws of the Company provide for indemnification of its directors,
officers, employees and agents to the full extent permitted by the General
Corporation Law of
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the State of Delaware, the Company's state of incorporation, including those
circumstances in which indemnification would otherwise be discretionary under
Delaware Law. Section 145 of the General Corporation Law of the State of
Delaware provides for indemnification in terms sufficiently broad to indemnify
such individuals, under certain circumstances, for liabilities (including
reimbursement of expenses incurred) arising under the Securities Act.
Item 7. Exemption From Registration Claimed
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Inapplicable.
Item 8. Exhibits
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See Exhibit Index.
Item 9. Undertakings
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(a) Rule 415 Offering
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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;
(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)(l)(ii) do not apply if the
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registration statement is on Form S-3 or Form S-8, and 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, 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.
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(b) Filing incorporating subsequent Exchange Act documents by
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reference
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The undersigned registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) 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.
(h) Request for acceleration of effective date or filing of
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registration statement on Form S-8
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Insofar as indemnification for liabilities arising under the
Securities Act 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 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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SIGNATURE
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Pursuant to 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-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 December 28,
1998.
POWER INTEGRATIONS, INC.
By: /s/ Robert G. Staples
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Robert G. Staples, Vice President,
Finance and Administration, Chief
Financial Officer and Secretary
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POWER OF ATTORNEY
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The officers and directors of Power Integrations, Inc. whose signatures
appear below, hereby constitute and appoint Howard F. Earhart and Robert G.
Staples, and each of them, their true and lawful attorneys and agents, with full
power of substitution, each with power to act alone, to sign and execute on
behalf of the undersigned any amendment or amendments to this registration
statement on Form S-8, and each of the undersigned does hereby ratify and
confirm all that each of said attorney and agent, or their or his substitutes,
shall do or cause to be done by virtue hereof. Pursuant to the requirements of
the Securities Act, this registration statement has been signed by the following
persons in the capacities indicated on December 28, 1998.
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<CAPTION>
Signature Title
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<S> <C>
/s/ Howard F. Earhart
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Howard F. Earhart President, Chief Executive Officer and Director
(Principal Executive Officer)
/s/ Robert G. Staples
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Robert G. Staples Vice President, Finance and Administration,
Chief Financial Officer and Secretary
(Principal Financial and Accounting Officer)
/s/ E. Floyd Kvamme
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E. Floyd Kvamme Director
/s/ Steven J. Sharp
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Steven J. Sharp Director
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William Davidow Director
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Edward C. Ross Director
</TABLE>
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EXHIBIT INDEX
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4.1 Restated Certificate of Incorporation of the Company is incorporated
by reference to Exhibit 3.2 to the Company's Registration Statement
on Form S-1 filed with the Securities and Exchange Commission on
September 11, 1997 (File No. 333-35421)
4.2 Bylaws of the Company are incorporated by reference to Exhibit 3.4
to the Company's Registration Statement on Form S-1 filed with the
Securities and Exchange Commission on September 11, 1997 (File No.
333-35421)
5 Opinion re legality
23.1 Consent of Counsel (included in Exhibit 5)
23.2 Consent of Independent Public Accountants
24 Power of Attorney (included in signature pages to this registration
statement)
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EXHIBIT 5
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GRAY CARY WARE & FREIDENRICH LLP
Attorneys at Law
400 Hamilton Avenue
Palo Alto, CA 94301-1825
Tel (650) 328-6561
Fax (650) 327-3699
WWW.GCWF.COM
December 28, 1998
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Ladies and Gentlemen:
As legal counsel for Power Integrations, Inc., a Delaware corporation (the
"Company"), we are rendering this opinion in connection with the registration
under the Securities Act of 1933, as amended, of up to 500,000 shares of the
Common Stock, $0.001 par value, of the Company which may be issued pursuant to
the exercise of options granted under the Power Integrations, Inc. 1998
Nonstatutory Stock Option Plan (the "Plan").
We have examined all instruments, documents and records which we deemed relevant
and necessary for the basis of our opinion hereinafter expressed. In such
examination, we have assumed the genuineness of all signatures and the
authenticity of all documents submitted to us as originals and the conformity to
the originals of all documents submitted to us as copies. We are admitted to
practice only in the State of California and we express no opinion concerning
any law other than the law of the State of California, the corporation laws of
the State of Delaware and the federal law of the United States. As to matters
of Delaware corporation law, we have based our opinion solely upon our
examination of such laws and the rules and regulations of the authorities
administering such laws, all as reported in standard, unofficial compilations.
We have not obtained opinions of counsel licensed to practice in jurisdictions
other than the State of California.
Based on such examination, we are of the opinion that the 500,000 shares of
Common Stock which may be issued upon exercise of options granted under the Plan
are duly authorized shares of the Company's Common Stock, and, when issued
against receipt of the consideration therefor in accordance with the provisions
of the Plan, will be validly issued, fully paid and nonassessable. We hereby
consent to the filing of this opinion as an exhibit to the Registration
Statement referred to above and the use of our name wherever it appears in said
Registration Statement.
Respectfully submitted,
/s/ Gray Cary Ware & Freidenrich LLP
GRAY CARY WARE & FREIDENRICH LLP
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EXHIBIT 23.2
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CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
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As independent public accountants, we hereby consent to the incorporation by
reference in this Registration Statement of our report dated January 21, 1998,
included in Power Integrations, Inc.'s Form 10-K for the year ended December 31,
1997.
/s/ Arthur Andersen LLP
San Jose, California
December 28, 1998
