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As Filed With The Securities And Exchange Commission on July 16, 1999
Registration No. 333-__________
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------------
Power Integrations, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 94-3065014
--------------------------------- ------------------------------------
(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.
1997 Stock Option Plan
and 1997 Employee Stock Purchase Plan
-------------------------------------
(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
---------------------------------------
(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").
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------
CALCULATION OF REGISTRATION FEE
- ---------------------------------------------------------------------------------------------------------------
Proposed
maximum
offering Proposed maximum
Title of securities Amount to be price per aggregate offering Amount of
to be registered/1/ registered/2/ share/3/ price/3/ registration fee
- ---------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
1997 Stock Option Plan
- -------------------------------
Common Stock, 546,393 $ 68.13 $ 37,225,755.00
Par Value $0.001 93,459 $ 28.4375 $ 2,657,740.30
1997 Employee Stock Purchase
- ----------------------------
Plan
- -----
Common Stock, 250,000 $ 57.91 $ 14,477,500.00
Par Value $0.001
TOTAL 889,852 $ 54,360,995.30 $15,112.36
</TABLE>
/1/ Includes options and rights to acquire such Common Stock.
/2/ Pursuant to Rule 416(a), this registration statement also covers any
additional securities that may be offered or issued in connection with any stock
split, stock dividend or similar transaction.
/3/ 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 1997 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 July 13, 1999 as reported on the Nasdaq National Market. The 1997 Employee
Stock Purchase Plan establishes a purchase price equal to 85% of the fair market
value of the Company's Common Stock, and, therefore, the price for shares under
this plan is based upon 85% of the average of the high and low prices of the
Common Stock on July 13, 1999, as reported on the Nasdaq National Market.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
--------------------------------------------------
Item 3. Incorporation of Documents by Reference
- ------ ---------------------------------------
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, 1998, 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
- ------ -------------------------
Inapplicable.
Item 5. Interests of Named Experts and Counsel
- ------ --------------------------------------
Inapplicable.
Item 6. Indemnification of Directors and Officers
- ------ -----------------------------------------
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
2
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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
- ------ -----------------------------------
Inapplicable.
Item 8. Exhibits
- ----- --------
See Exhibit Index.
Item 9. Undertakings
- ------ ------------
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 (1)(i) and (l)(ii) do not apply if the
- -----------------
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.
3
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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.
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 Securities 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 Securities Act and will be governed by the final
adjudication of such issue.
4
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SIGNATURE
---------
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 July 14, 1999.
POWER INTEGRATIONS, INC.
By: /s/ Robert G. Staples
------------------------------------------
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 and on the dates indicated.
Signature Title Date
- -------------------------------------------------------------------------------
/s/ Howard F. Earhart President, Chief Executive Officer July 14, 1999
- ------------------------ and Director (Principal Executive
Howard F. Earhart Officer)
/s/ Robert G. Staples Vice President, Finance and July 14, 1999
- ------------------------ Administration, Chief Financial
Robert G. Staples Officer and Secretary (Principal
Financial and Accounting Officer)
/s/ E. Floyd Kvamme Director July 14, 1999
- ------------------------
E. Floyd Kvamme
/s/ Steven J. Sharp Director July 14, 1999
- ------------------------
Steven J. Sharp
/s/ William Davidow Director July 14, 1999
- ------------------------
William Davidow
/s/ Alan D. Bickell Director July 14, 1999
- ------------------------
Alan D. Bickell
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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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[LETTERHEAD OF GRAY CARY WARE & FREIDENRICH LLP] EXHIBIT 5
400 Hamilton Avenue, Palo Alto, CA 94301-1825 ---------
Phone: 650-833-2000 Fax: 650-327-3699 www.graycary.com
July 16, 1999
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 889,852 shares of the
Common Stock, $0.001 par value, of the Company which may be issued pursuant to
the exercise of options and purchase rights granted under the Power
Integrations, Inc. 1997 Stock Option Plan and 1997 Employee Stock Purchase
Plan (collectively, the "Plans").
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 889,852 shares of
Common Stock which may be issued under the Plans 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 Plans, 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
-----------------------------------------
As independent public accountants, we hereby consent to the incorporation by
reference in this Registration Statement of our report dated January 18, 1999,
included in Power Integrations, Inc.'s Form 10-K for the year ended December 31,
1998.
/s/ Arthur Andersen LPP
San Jose, California
July 15, 1999
