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Registration No.____________________
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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.
1997 Stock Option Plan,
1997 Outside Directors Stock Option Plan and
1997 Employee Stock Purchase 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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CALCULATION OF REGISTRATION FEE
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Proposed
Title of maximum
securities offering Proposed maximum Amount of
to be Amount to be price per aggregate offering registration
registered/1/ registered share/2/ price fee
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<S> <C> <C> <C> <C>
1997 Stock Option Plan
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Common Stock 1,353,989 $23.6875 $32,072,614.44
Par Value $0.001
1997 Outside Directors Stock Option Plan
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Common Stock 400,000 $23.6875 $ 9,475,000.00
Par Value $0.001
1997 Employee Stock Purchase Plan
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Common Stock 500,000 $20.1344 $10,067,200.00
Par Value $0.001
TOTAL 2,253,989 $51,614,814.44 $13,626.31
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/1/ Includes options and purchase rights, as the case may be, 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 available for grant under
the 1997 Stock Option Plan and the 1997 Outside Directors Stock Option Plan, the
price is based upon the average of the high and low prices of the Common Stock
on July 20, 2000 as reported on the National Association of Securities Dealers
Automated Quotations System. 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 issuable under this plan is based
upon 85% of the average of the high and low prices of the Common Stock on July
20, 2000 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, 1999, as filed with the Securities and
Exchange Commission on March 29, 2000.
(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 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.
(b) Filing incorporating subsequent Exchange Act documents by 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 registration
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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 Securities and Exchange
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 July 24, 2000.
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 indicated on July 24, 2000.
Signature Title
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/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
/s/ R. Scott Brown
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R. Scott Brown Director
/s/ Nicholas Brathwaite
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Nicholas Brathwaite Director
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Alan D. Bickell Director
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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 3.1 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 3.2 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)
4.3 Form of Rights Agreement between the Company and BankBoston, N.A., as
Rights Agent, is incorporated by reference to Exhibit 1 to the Company's
report on Form 8-K filed with the Securities and Exchange Commission on
March 12, 1999 (File No. 000-23441)
5 Opinion of Legality
23.1 Consent of Counsel (included in Exhibit 5)
23.2 Consent of Independent Accountants
24 Power of Attorney (included in signature pages to this registration
statement)
