<PAGE> 1
As filed with the Securities and Exchange Commission on December 15, 1997
Registration No. 333--
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------------
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
INTEGRATED SILICON SOLUTION, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 77-0199971
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2231 LAWSON LANE
SANTA CLARA, CALIFORNIA 95054-3311
(408) 588-0800
(Address, including zip code and telephone number, including area code,
of registrant's principal executive offices)
---------------------------
GARY L. FISCHER
VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
2231 LAWSON LANE
SANTA CLARA, CALIFORNIA 95054-3311
(408) 588-0800
FAX: (408) 588-0810
(Name, address, including zip code and telephone number, including area code, of
agent for service)
---------------------------
Copies to:
J. ROBERT SUFFOLETTA, ESQ.
WILSON SONSINI GOODRICH & ROSATI
PROFESSIONAL CORPORATION
650 PAGE MILL ROAD
PALO ALTO, CA 94304
(415) 493-9300
FAX: (415) 493-6811
---------------------------
Approximate date of commencement of proposed
sale to the public: FROM TIME TO TIME AFTER THE
EFFECTIVE DATE OF THIS REGISTRATION STATEMENT.
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 (the "Securities Act"), other than securities offered only in connection
with dividend or interest reinvestment plans, check the following box. [X]
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. [ ] ___
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>
==================================================================================================================================
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF EACH CLASS OF AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING AMOUNT OF
SECURITIES TO BE REGISTERED REGISTERED SHARE(1) PRICE(1) REGISTRATION FEE
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value $0.0001 per share 772,693 shares $8.00 $6,181,544 $1,824
==================================================================================================================================
</TABLE>
(1) Estimated solely for the purpose of computing the registration fee required
by Section 6(b) of the Securities Act and computed pursuant to Rule 457(c)
under the Securities Act based upon the closing price of the Common Stock
on December 12, 1997, as reported on the Nasdaq National Market.
---------------------------
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 or until the Registration
Statement shall become effective on such date as the Securities and Exchange
Commission, acting pursuant to Section 8(a), may determine.
================================================================================
<PAGE> 2
Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement becomes
effective. This prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of these securities
in any State in which such offer, solicitation or sale would be unlawful prior
to the registration or qualification under the securities laws of any such
State.
PROSPECTUS
(Subject to completion, dated December 15, 1997)
772,693 SHARES
INTEGRATED SILICON SOLUTION, INC.
---------------------------
COMMON STOCK
---------------------------
This Prospectus relates to the public offering, which is not being
underwritten, of up to 772,693 shares of Common Stock, par value $0.0001 per
share (the "Shares"), of Integrated Silicon Solution, Inc. ("ISSI" or the
"Company"), which may be offered from time to time by certain stockholders of
the Company or by pledgees, donees, transferees or other successors in interest
that receive such shares as a gift, partnership distribution or other non-sale
related transfer (the "Selling Stockholders"). The Company will receive no part
of the proceeds of such sales. All of the Shares were originally issued by the
Company in connection with the Company's acquisition of Nexcom Technology, Inc.
("Nexcom") pursuant to an exemption from the registration requirements of the
Securities Act of 1933, as amended (the "Securities Act"), provided by Section
4(2) thereof and Rule 506 of Regulation D promulgated thereunder. None of the
Shares offered pursuant to this Prospectus have been registered prior to the
filing of the Registration Statement of which this Prospectus is a part.
The Shares may be offered by the Selling Stockholders from time to time
in one or more transactions in the over-the-counter market, in negotiated
transactions, or otherwise. See "Plan of Distribution." The price at which any
of the Shares may be sold, and the commissions, if any, paid in connection with
any such sale, are unknown and may vary from transaction to transaction. The
Company will pay all expenses incident to the offering and sale of the Shares to
the public other than any commissions and discounts of underwriters, dealers or
agents and any transfer taxes. See "Selling Stockholders" and "Plan of
Distribution."
The Company's Common Stock is listed on the Nasdaq National Market
under the symbol "ISSI." On December 12, 1997, the last sale price of the
Company's Common Stock was $8.00 per share.
---------------------------
SEE "RISK FACTORS" BEGINNING ON PAGE 5 FOR A DISCUSSION OF CERTAIN FACTORS
THAT SHOULD BE CONSIDERED BY PROSPECTIVE INVESTORS.
---------------------------
The Securities and Exchange Commission (the "Commission") may take the
view that, under certain circumstances, the Selling Stockholders and any
broker-dealers or agents that participate with the Selling Stockholders in the
distribution of the Shares may be deemed to be "underwriters" within the meaning
of the Securities Act. Commissions, discounts or concessions received by any
such broker-dealer or agent may be deemed to be underwriting commissions under
the Securities Act. The Company and the Selling Stockholders have agreed to
certain indemnification arrangements. See "Plan of Distribution."
---------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF
THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
---------------------
The date of this Prospectus is December , 1997.
<PAGE> 3
AVAILABLE INFORMATION
The Company is subject to the informational reporting requirements of
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files reports, proxy and information statements and other
information with the Commission. Such reports, proxy and information statements
and other information may be inspected and copied at the public reference
facilities maintained by the Commission at Room 1024, Judiciary Plaza, 450 Fifth
Street, N.W., Washington, D.C. 20549, and at the following Regional Offices of
the Commission: New York Regional Office, Seven World Trade Center, Suite 1300,
New York, New York 10048, and Chicago Regional Office, Citicorp Center, 500 West
Madison Street, Suite 1400, Chicago, Illinois 60661. Copies of such material may
be obtained by mail at prescribed rates from the Public Reference Section of the
Commission, Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549. The
Commission also maintains a Web site that contains reports, proxy and
information statements and other information regarding registrants that file
electronically with the Commission at the address http://www.sec.gov. The Common
Stock of the Company is listed on the Nasdaq National Market, and such reports,
proxy and information statements and other information concerning the Company
may be inspected at the offices of Nasdaq Operations, 1735 K Street, N.W.,
Washington, D.C. 20006.
ADDITIONAL INFORMATION
This Prospectus constitutes a part of a Registration Statement on Form
S-3 (herein, together with all amendments and exhibits, referred to as the
"Registration Statement") filed by the Company with the Commission under the
Securities Act. This Prospectus does not contain all of the information set
forth in the Registration Statement, certain parts of which are omitted in
accordance with the rules and regulations of the Commission. For further
information with respect to the Company and the shares of Common Stock offered
hereby, reference is made to the Registration Statement. The Registration
Statement may be inspected at the public reference facilities maintained by the
Commission at the addresses set forth in the preceding paragraph. Statements
contained herein concerning the provisions of any document are not necessarily
complete, and each such statement is qualified in its entirety by reference to
the copy of such document filed with the Commission.
-2-
<PAGE> 4
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed with the Commission by the Company (File
No. 0-23084) pursuant to the Exchange Act are hereby incorporated by reference
in this Prospectus:
(1) The Company's Annual Report on Form 10-K for the year ended
September 30, 1997; and
(2) The description of the Company's Common Stock contained in its
Registration Statement on Form 8-A, filed with the Commission on
January 7, 1995.
All reports and other documents filed by the Company pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this
Prospectus and prior to the termination of this offering shall be deemed to be
incorporated by reference into this Prospectus to the extent required and to be
a part of this Prospectus from the date of filing of such reports and documents.
Any statement contained in a document incorporated by reference into
this Prospectus shall be deemed to be modified or superseded for purposes of
this Prospectus to the extent that a statement contained herein or in any other
subsequently filed document that also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of the Registration Statement or this Prospectus.
The Company hereby undertakes to provide without charge to each person,
including any beneficial owner, to whom a copy of this Prospectus is delivered,
upon written or oral request of such person, a copy of any and all of the
information that has been or may be incorporated by reference into this
Prospectus, other than exhibits to such documents (unless such exhibits are
specifically incorporated by reference into such documents). Requests for such
copies should be directed to Integrated Silicon Solution, Inc, 2231 Lawson Lane,
Santa Clara, California 95054-3311, Attn: Investor Relations (telephone (408)
588-0800).
-3-
<PAGE> 5
THE COMPANY
Integrated Silicon Solution, Inc. ("ISSI" or the "Company") designs,
develops and markets high performance memory devices including static random
access memory ("SRAM"), nonvolatile memory ("NVM") and specialty dynamic random
access memory ("DRAM"). The Company's memory devices are used in networking
applications, telecommunications, personal computers ("PC"), disk drives, data
communications, office automation, instrumentation and consumer products. SRAM
products include both asynchronous and synchronous devices ranging in densities
from 64K to 4 megabit. Nonvolatile memory products include Flash memories,
EPROMs (erasable programmable read only memories) and EEPROMs (electrically
erasable programmable read only memories). The Company also designs, develops
and markets embedded memory devices which include voice recording chips and
certain microcontroller devices. The Company has its headquarters in Santa
Clara, California and markets its products on a worldwide basis.
ISSI was incorporated in California on October 27, 1988 and
reincorporated in Delaware on August 9, 1993. Except where the context requires
otherwise, all references to "ISSI" and the "Company" in this Prospectus refer
to Integrated Silicon Solution, Inc. and its subsidiaries. The principal
executive offices of the Company are located at 2231 Lawson Lane, Santa Clara,
California 95054-3311, and its telephone number at this address is (408)
588-0800.
-4-
<PAGE> 6
FORWARD-LOOKING STATEMENTS
This Prospectus and the documents incorporated herein by reference
contain forward-looking statements within the meaning of Section 27A of the
Securities Act and Section 21E of the Exchange Act. Words such as "anticipates,"
"expects," "intends," "plans," "believes," "seeks," "estimates," variations of
such words and similar expressions are intended to identify such forward-looking
statements. These statements are not guarantees of future performance and are
subject to certain risks, uncertainties and assumptions that are difficult to
predict. Therefore, actual results could differ materially from those expressed
or forecasted in any such forward-looking statements as a result of certain
factors, including those set forth in "Risk Factors," as well as those noted in
the documents incorporated herein by reference. In connection with forward-
looking statements which appear in these disclosures, investors should carefully
review the factors set forth in this Prospectus under "Risk Factors."
RISK FACTORS
The Shares offered hereby are speculative in nature and involve a high
degree of risk. The following risk factors should be considered carefully, in
addition to the other information contained in the documents incorporated by
reference herein, before purchasing the Common Stock offered hereby:
QUARTERLY FLUCTUATIONS AND DECLINES IN AVERAGE SELLING PRICES
The Company's future quarterly and annual operating results are subject
to fluctuations due to a wide variety of factors, many of which are outside of
its control, including declines in average selling prices of the Company's
products, oversupply of memory products in the market, failure to introduce new
products and to implement technologies on a timely basis, the timing and
announcement of new product introductions by the Company and its competitors,
market acceptance of the Company's and its customers' products, the failure to
anticipate changing customer product requirements, fluctuations in manufacturing
yield, disruption in delivery and order fulfillment and shortages in the supply
of wafers or assembly capacity. Other factors include changes in product mix,
seasonal fluctuations in customer demand for the Company's products, the timing
of significant orders, increased expenses associated with new product
introductions or process changes, the ability of customers to make payments to
the Company, increases in material costs, increases in costs associated with the
expansion of sales channels, increases in general and administrative expenses
and certain production and other risks associated with using independent
manufacturers. In this regard, the Company experienced quarterly sequential
declines in revenue in the quarters ending March, June and September, 1996
principally due to declines in the average selling prices of its products and
the inability to offset these declines by sufficient increases in unit
shipments. Although the Company has since experienced quarterly sequential
revenue growth, there can be no assurance that the Company will not experience
future declines in quarterly revenue. Such revenue declines have had a material
adverse impact on the Company's gross profit and net income. The Company's
future operating results will also depend in part on general economic conditions
in Asia, the United States and its other markets. In this regard, several Asian
countries including Korea, Japan and Thailand, have recently experienced
significant economic downturns and significant declines in the value of their
currencies relative to the U.S. dollar. The Company is unable to predict what
effect, if any, these factors will have on its ability to maintain or increase
its sales in these markets. In addition, there can be no assurance that the
markets for the Company's products, which are highly cyclical, will continue to
grow.
Competitive pricing pressures resulted in significant price decreases
for the Company's products during 1996 and 1997. Historically, average selling
prices for semiconductor memory products have declined and the Company expects
that average selling prices will decline in the future. Accordingly, the
Company's ability to maintain or increase revenues will be highly dependent upon
its ability to increase unit sales volume of existing products and introduce and
sell new products which compensate for the anticipated declines in the average
selling prices of its existing products. Declining average selling prices will
also adversely affect the Company's gross margins and profits unless the Company
is able to introduce new products with higher margins or reduce its cost per
unit to offset declines in average selling prices. There can be no assurance
that the Company will be able to increase unit sales volumes, introduce and sell
new products or reduce its cost per unit.
Shifts in industry-wide wafer capacity from shortages to oversupply or
from oversupply to shortages may also result in significant fluctuations in the
Company's quarterly or annual operating results. Excess capacity may result in
declining average selling prices or write downs in the value of inventory due to
excess inventory or inventory values that exceed selling prices. In this regard,
in the June 1996 quarter, the Company recorded a $15 million write-down of
inventory.
-5-
<PAGE> 7
PRODUCT CONCENTRATION AND DEPENDENCE ON PERSONAL COMPUTER INDUSTRY
In fiscal 1997, substantially all of the Company's net sales were
derived from the sale of SRAM products. A majority of the Company's products are
incorporated into products such as modems, networking equipment, disk drives and
PC cache. In recent periods, the PC industry has experienced strong unit sales
growth, which has increased demand for integrated circuits, including memory
products offered by the Company. The PC and PC peripherals industry has from
time to time experienced cyclical, depressed business conditions, often in
connection with, or in anticipation of, a decline in general economic
conditions. Such industry downturns have resulted in reduced product demand and
declining average selling prices. The Company's business and operating results
would be materially and adversely affected by any future downturns in the
peripherals industry or in PCs.
CUSTOMER CONCENTRATION
The Company's sales are concentrated within a limited customer base. In
fiscal 1997 and 1996, one customer accounted for approximately 19% and 22% of
net sales, respectively. The Company expects a significant portion of its future
sales to remain concentrated within a limited number of strategic customers.
There can be no assurance that the Company will be able to retain its strategic
customers or that such customers will not otherwise cancel or reschedule orders,
or in the event of canceled orders, that such orders will be replaced by other
sales. In addition, sales to any particular customer may fluctuate significantly
from quarter to quarter. The occurrence of any such events could have a material
adverse effect on the Company's business and operating results.
DEPENDENCE ON INDEPENDENT WAFER FOUNDRIES
The Company has combined its fabless manufacturing strategy with
technology partnerships and equity investments. This hybrid approach, which the
Company calls "Fab-Lite(TM)", has provided advanced process technology and a
committed wafer supply. To date, the Company's principal manufacturing
relationship has been with TSMC, and in fiscal 1997, the Company obtained a
substantial majority of its wafers from TSMC. The Company also receives wafers
from Chartered Semiconductor and UMC. Each of the Company's wafer suppliers also
fabricates for other integrated circuit companies, including certain of the
Company's competitors. Although the Company has written commitments specifying
wafer capacities from its suppliers, if these suppliers experienced
manufacturing failures or yield shortfalls, chose to prioritize capacity for
other use or reduced or eliminated deliveries to the Company there can be no
assurance that the Company could enforce fulfillment of the delivery
commitments. There can be no assurance that the Company would be able to qualify
additional manufacturing sources for existing or new products in a timely manner
or that such additional manufacturing sources would agree to deliver an adequate
supply of wafers. If the Company were unable to obtain an adequate supply of
wafers from its current or any alternative sources in a timely manner, its
business and operating results would be materially and adversely affected.
The Company has agreed to certain minimum wafer purchase commitments
with its foundry partners in exchange for wafer capacity commitments. The
Company also agreed to make certain annual payments to TSMC for capacity
increases. Additional required payments to TSMC totaling approximately $26.4
million over the next four years represent annual increases in capacity which
must be purchased by the Company. The Company also has minimum purchase
obligations for its joint venture with UMC and WaferTech LLC. Although the
Company has rights to re-schedule or assign capacity to another party, there can
be no assurance that such re-schedule or assignment would be successfully
accomplished. Should the Company fail to re-schedule or assign unneeded
capacity, the Company's business and operating results would be materially and
adversely affected.
INTERNATIONAL OPERATIONS
The Company is subject to the risks of conducting business
internationally, including economic conditions in Asia, particularly Taiwan,
changes in trade policy and regulatory requirements, tariffs and other trade
barriers and restrictions, the burdens of complying with foreign laws and,
possibly, political instability. The Company anticipates that sales to
international customers will continue to represent a significant percentage of
net sales. The Company's Taiwan subsidiary employs over one-half of the
Company's total work force. In addition, substantially all of the Company's
foundries and assembly and test operations are located in Asia. The Company
transacts business predominately in U.S. and New Taiwan ("NT") dollars. Such
transactions expose the Company to the risk of exchange rate fluctuations. The
Company periodically monitors its exposure to foreign currency fluctuations, and
has from time to time taken action to hedge against such exposure, but has not
to date adopted any formal hedging strategy. Although the Company's business and
results of operations have not been materially and adversely
-6-
<PAGE> 8
impacted by exchange rate fluctuations, there can be no assurance that exchange
rate fluctuations will not materially and adversely affect its business and
operating results in the future.
COMPETITION
The semiconductor memory market is intensely competitive and has been
characterized by price erosion, rapid technological change, short product life
cycles, cyclical market patterns and heightened foreign and domestic
competition. The ability of the Company to compete successfully in the high
performance memory market depends on factors both within and outside of its
control, including imbalances in supply and demand, product pricing, the rate at
which OEM customers incorporate the Company's products into their systems,
access to advance process technologies at competitive prices, product
functionality and performance, successful and timely product development, wafer
supply, wafer costs, achievement of acceptable yields of functional die, the
gain or loss of significant customers, the nature of its competitors and general
economic conditions. There can be no assurance that the Company will be able to
compete successfully in the future as to any of these factors. The failure of
the Company to compete successfully in these or other areas could materially and
adversely affect the Company's business and operating results. In addition, the
Company is vulnerable to technology advances utilized by competitors to
manufacture higher performance or lower cost products.
CLAIMS REGARDING INTELLECTUAL PROPERTY
In the semiconductor industry it is typical for companies to receive
notices from time to time alleging infringement of patents or other intellectual
property rights of others. The Company has been, and may from time to time
continue to be, notified of claims that it may be infringing patents, maskwork
rights or copyrights owned by third parties. Although none of these companies
have pursued a claim against the Company, there is no assurance that these or
other companies will not in the future pursue claims against the Company with
respect to the alleged infringement. If it appears necessary or desirable, the
Company may seek licenses under patents that it is alleged to be infringing.
Although patent holders commonly offer such licenses, there is no assurance that
any licenses will be offered or that the terms of any offered licenses will be
acceptable to the Company. The failure to obtain a license under a key patent or
intellectual property right from a third party for technology used by the
Company could result in protracted, costly litigation and cause the Company to
incur substantial liabilities and to suspend the manufacture of the products
utilizing the invention or to attempt to develop non-infringing products, any of
which could materially and adversely effect the Company's business and operating
results.
MANAGEMENT OF GROWTH
The Company has grown rapidly in certain years. This growth has
resulted in a significant increase in responsibilities for existing management
which has placed, and may continue to place, a significant strain on the
Company's limited personnel, MIS systems, product delivery systems and other
resources. The Company's ability to manage its growth effectively will require
it to continue to improve its operational, financial and management systems, to
successfully attract new employees and to properly train, motivate and manage
its employees. If the Company's management is unable to manage growth
effectively, the Company's business and operating results could be materially
and adversely affected.
RISK OF INCREASED TAXES
The Company's tax rate could increase for a number of reasons. For
example, if the proportions of taxable income shifted such that a greater
proportion of taxable income is earned by U.S. operations, the Company's
effective tax rate may increase. It is possible that the Taiwan tax exemption
applicable to the earnings of ISSI-Taiwan could be modified by changes in law or
otherwise reduced. In addition, the Company's taxes would increase if all or a
portion of the earnings of ISSI-Taiwan were to become subject to U.S. tax as the
result of actual dividends or through U.S. rules for taxing controlled foreign
corporations. Further, if profits of ISSI-Taiwan are distributed to the Company
as dividends they become subject to Taiwan withholding tax as well as U.S. tax
(with an offset for underlying Taiwan taxes paid) and the tax rate would
increase. It is not the Company's intention to cause ISSI-Taiwan to distribute
dividends.
ISSI-Taiwan is a controlled foreign corporation ("CFC") for U.S. income
tax purposes. Under U.S. rules for taxing CFCs, all or a portion of the earnings
of ISSI-Taiwan may become subject to U.S. tax as inclusions in the U.S. taxable
income of the Company (with a credit for foreign taxes paid by ISSI-Taiwan) if
one or more of a number of events occur. Such events include, but are not
limited to, ISSI-Taiwan lending funds to the Company or otherwise investing in
certain proscribed assets and
-7-
<PAGE> 9
ISSI-Taiwan engaging in various types of transactions defined in the Subpart F
provisions of the U.S. Internal Revenue Code. The Company believes that its
existing plans will minimize the impact of the CFC rules for the immediate
future, subject to such changes in U.S. tax laws as may occur. However, over
time the CFC rules may cause the Company's tax rate to increase.
VOLATILITY OF STOCK PRICE
The trading price of the Common Stock increased substantially after the
Company's initial public offering in February 1995, subsequently declined, and
could be subject to wide fluctuations in response to quarter-to-quarter
variations in operating results, future announcements by the Company or its
competitors, increases or decreases in wafer capacity, general conditions in the
semiconductor or computer industries, governmental regulations, trade laws and
import duties, litigation, new or revised earnings estimates, comments or
recommendations issued by analysts who follow the Company, its competitors or
the semiconductor industry and other events or factors. In addition, stock
markets have experienced extreme price and trading volume volatility in recent
years. This volatility has had a substantial effect on the market prices of
securities of many high technology companies for reasons frequently unrelated to
the operating performance of the specific companies. These broad market
fluctuations may adversely affect the market price of the Company's Common
Stock.
-8-
<PAGE> 10
USE OF PROCEEDS
The Company will not receive any of the proceeds from the sale of the
Shares. All proceeds from the sale of the Shares will be for the account of the
Selling Stockholders, as described below. See "Selling Stockholders" and "Plan
of Distribution."
SELLING STOCKHOLDERS
The following table sets forth as of the date of this Prospectus, the name
of each of the Selling Stockholders, the number of shares of Common Stock that
each such Selling Stockholder owns as of such date, the number of shares of
Common Stock owned by each Selling Stockholder that may be offered for sale from
time to time by this Prospectus, and the number of shares of Common Stock to be
held by each such Selling Stockholder assuming the sale of all the Common Stock
offered hereby. None of the Selling Stockholders has held any position or office
or had a material relationship with the Company or any of its affiliates within
the past three years other than as a result of the ownership of the Company's
Common Stock. The Company may amend or supplement this Prospectus from time to
time to update the disclosure set forth herein.
<TABLE>
<CAPTION>
SHARES BENEFICIALLY OWNED NUMBER OF SHARES BENEFICIALLY
PRIOR TO OFFERING(1) SHARES OWNED AFTER OFFERING
---------------------------------- --------------------------
BEING
NAME OF SELLING STOCKHOLDER NUMBER PERCENT(2) OFFERED NUMBER PERCENT
- -------------------------------------- -------------- --------------- ------------- ----------- ----------
<S> <C> <C> <C> <C> <C>
Nagesh Challa 317,832 1.8% 317,832 -- --
Michael Gannage 162,792 * 162,792
Asim Aslam Bajwa 23,256 * 23,256 -- --
Zimmer S. Jan 19,380 * 19,380 -- --
Steven K. Fong 17,829 * 17,829 -- --
Martin Zimmerman, Jr. 17,829 * 17,829 -- --
Bhavna Challa 1996 Trust U/T/A Dated
May 1, 1996 15,504 * 15,504 -- --
Sneha Challa 1996 Trust U/T/A Dated
May 1, 1996 15,504 * 15,504 -- --
Catherine Anne Gannage 1996 Trust
U/T/A Dated July 9, 1996 15,504 * 15,504 -- --
Simone E. Gannage 1996 Trust U/T/A
Dated July 9, 1996 15,504 * 15,504 -- --
Rao V. Musunuri 13,488 * 13,488 -- --
Robert N. Blair 12,403 * 12,403 -- --
Robin Jigour 12,403 * 12,403 -- --
Curt Martin Allred 11,628 * 11,628 -- --
Anthony Nassar 11,628 * 11,628 -- --
Robert M. Kellert 7,994 * 7,994 -- --
Rao Gattupalli 7,752 * 7,752 -- --
David K. Wong 7,209 * 7,209 -- --
Hideyuki Tanigami 6,976 * 6,976 -- --
Toan D. Do 5,038 * 5,038 -- --
Bill K. Tsuchida 4,728 * 4,728 -- --
Karl Schuh 4,108 * 4,108 -- --
John J. Santillan 3,876 * 3,876 -- --
Charles Sutcliffe 3,876 * 3,876 -- --
John Kondo 3,585 * 3,585 -- --
Jerry B. Kirby 3,100 * 3,100 -- --
Michael L. Platt 3,100 * 3,100 -- --
Charles Tracy 3,100 * 3,100 -- --
Timmy Wong 2,945 * 2,945 -- --
Kola Nirmal Ratnakumar 2,907 * 2,907 -- --
</TABLE>
-9-
<PAGE> 11
<TABLE>
<CAPTION>
SHARES BENEFICIALLY OWNED NUMBER OF SHARES BENEFICIALLY
PRIOR TO OFFERING(1) SHARES OWNED AFTER OFFERING
---------------------------------- --------------------------
BEING
NAME OF SELLING STOCKHOLDER NUMBER PERCENT(2) OFFERED NUMBER PERCENT
- -------------------------------------- -------------- --------------- ------------- ----------- ----------
<S> <C> <C> <C> <C> <C>
Gene M. Frost 2,325 * 2,325 -- --
Koji Kondo 1,938 * 1,938 -- --
Donna Shelton 1,938 * 1,938 -- --
Chris Van Genderen 1,860 * 1,860 -- --
Aikwo Eric Chen 1,550 * 1,550 -- --
The Marini Family Trust DTD 4/25/97 1,550 * 1,550 -- --
Seshadri Ramaswami 1,550 * 1,550 -- --
Huy Nguyen 1,085 * 1,085 -- --
Ping-Chen Liu 969 * 969 -- --
Steven G. Wright 930 * 930 -- --
Yunchen Qiu 775 * 775 -- --
Sudhakara Musunuri 465 * 465 -- --
Binh T. Ly 484 * 484 -- --
Philip Y. Pan 484 * 484 -- --
Nooruddin Alamgir 387 * 387 -- --
Hui Chen 387 * 387 -- --
Phuong Le 387 * 387 -- --
Michael Chi Li 387 * 387 -- --
Luyen Vu 387 * 387 -- --
Tan-Le 77 * 77 -- --
</TABLE>
- ---------------------------
*Less than 1%.
(1) Includes an aggregate of 77,245 shares of Common Stock which are being
held in escrow pursuant to the terms of that certain escrow agreement
dated December 3, 1997 between the Company, Nagesh Challa, as agent for
the Nexcom shareholders, and Comerica Bank, as escrow agent. With respect
to each selling stockholder listed above, an aggregate of 10% of the
shares shown as beneficially owned by such stockholder are being held in
escrow.
(2) Based on 17,965,831 shares outstanding on November 28, 1997.
-10-
<PAGE> 12
PLAN OF DISTRIBUTION
The Shares covered by this Prospectus may be offered and sold from time to
time by the Selling Stockholders. The Selling Stockholders will act
independently of the Company in making decisions with respect to the timing,
manner and size of each sale. The Selling Stockholders may sell the Shares being
offered hereby on the Nasdaq National Market, or otherwise, at prices and under
terms then prevailing or at prices related to the then current market price, at
varying prices or at negotiated prices. The Shares may be sold, without
limitation, by one or more of the following means of distribution: (a) a block
trade in which the broker-dealer so engaged will attempt to sell Shares as
agent, but may position and resell a portion of the block as principal to
facilitate the transaction; (b) purchases by a broker-dealer as principal and
resale by such broker-dealer for its own account pursuant to this Prospectus;
(c) an over-the-counter distribution in accordance with the rules of the Nasdaq
National Market; (d) ordinary brokerage transactions and transactions in which
the broker solicits purchasers; and (e) in privately negotiated transactions. To
the extent required, this Prospectus may be amended and supplemented from time
to time to describe a specific plan of distribution.
In connection with distributions of the Shares or otherwise, the Selling
Stockholders may enter into hedging transactions with broker-dealers or other
financial institutions. In connection with such transactions, broker-dealers or
other financial institutions may engage in short sales of the Company's Common
Stock in the course of hedging the positions they assume with Selling
Stockholders. The Selling Stockholders may also sell the Company's Common Stock
short and deliver the Shares offered hereby to close out such short positions.
The Selling Stockholders may also enter into option or other transactions with
broker-dealers or other financial institutions which require the delivery to
such broker-dealer or other financial institution of Shares offered hereby,
which Shares such broker-dealer or other financial institution may resell
pursuant to this Prospectus (as supplemented or amended to reflect such
transaction). The Selling Stockholders may also pledge Shares to a broker-dealer
or other financial institution, and, upon a default, such broker-dealer or other
financial institution, may effect sales of the pledged Shares pursuant to this
Prospectus (as supplemented or amended to reflect such transaction). In
addition, any Shares that qualify for sale pursuant to Rule 144 may, at the
option of the holder thereof, be sold under Rule 144 rather than pursuant to
this Prospectus.
Any broker-dealer participating in such transactions as agent may receive
commissions from the Selling Stockholder and/or purchasers of the shares offered
hereby (and, if it acts as agent for the purchaser of such shares, from such
purchaser). Usual and customary brokerage fees will be paid by the Selling
Stockholder. Broker-dealers may agree with the Selling Stockholder to sell a
specified number of shares at a stipulated price per share, and, to the extent
such a broker-dealer is unable to do so acting as agent for the Selling
Stockholder, to purchase as principal any unsold shares at the price required to
fulfill the broker-dealer commitment to the Selling Stockholder. Broker-dealers
who acquire shares as principal may thereafter resell such shares from time to
time in transactions (which may involve cross and block transactions and which
may involve sales to and through other broker-dealers, including transactions of
the nature described above) in the over-the-counter market, in negotiated
transactions or otherwise at market prices prevailing at the time of sale or at
negotiated prices, and in connection with such resales may pay to or receive
from the purchasers of such shares commissions computed as described above.
In order to comply with the securities laws of certain states, if
applicable, the Shares will be sold in such jurisdictions only through
registered or licensed brokers or dealers. In addition, in certain states the
Shares may not be sold unless they have been registered or qualified for sale in
the applicable state or an exemption from the registration or qualification
requirement is available and is complied with.
The Company has advised the Selling Stockholders that the
anti-manipulation rules of Regulation M under the Exchange Act may apply to
sales of Shares in the market and to the activities of the Selling Stockholders
and their affiliates. In addition, the Company will make copies of this
Prospectus available to the Selling Stockholders and has informed them of the
need for delivery of copies of this Prospectus to purchasers at or prior to the
time of any sale of the Shares offered hereby. The Selling Stockholders may
indemnify any broker-dealer that participates in transactions involving the sale
of the shares against certain liabilities, including liabilities arising under
the Securities Act.
At the time a particular offer of Shares is made, if required, a
Prospectus Supplement will be distributed that will set forth the number of
Shares being offered and the terms of the offering, including the name of any
underwriter, dealer or agent, the purchase price paid by any underwriter, any
discount, commission and other item constituting compensation, any discount,
commission or concession allowed or reallowed or paid to any dealer, and the
proposed selling price to the public.
-11-
<PAGE> 13
The sale of Shares by certain of the Selling Stockholders is subject to
compliance by such Selling Stockholders with certain contractual restrictions
with the Company. There can be no assurance that the Selling Stockholders will
sell all or any of the Shares.
The Company has agreed to indemnify the Selling Stockholders and any
person controlling a Selling Stockholder against certain liabilities, including
liabilities under the Securities Act. The Selling Stockholders have agreed to
indemnify the Company and certain related persons against certain liabilities,
including liabilities under the Securities Act.
The Company has agreed with the Selling Stockholders to keep the
Registration Statement of which this Prospectus constitutes a part effective
until the first to occur of (i) December 3, 1999 and (ii) such time as none of
the Selling Stockholders hold any Registrable Securities (as defined in the
Registration Rights Agreement dated December 3, 1997). The Company intends to
de-register any of the Shares not sold by the Selling Stockholders by such date.
LEGAL MATTERS
Certain legal matters relating to the validity of the securities offered
hereby will be passed upon for the Company by Wilson Sonsini Goodrich & Rosati,
Professional Corporation, Palo Alto, California ("WSGR"). Jeffrey D. Saper, a
member of WSGR, owns 20,459 shares of Common Stock of the Company.
EXPERTS
The consolidated financial statements of Integrated Silicon Solution, Inc.
appearing in Integrated Silicon Solution, Inc.'s Annual Report (Form 10-K) for
the year ended September 30, 1997 have been audited by Ernst & Young LLP,
independent auditors, as set forth in their report thereon included therein and
incorporated herein by reference. Such consolidated financial statements are
incorporated herein by reference in reliance upon such report given upon the
authority of such firm as experts in accounting and auditing.
-12-
<PAGE> 14
================================================================================
NO PERSON IS AUTHORIZED IN CONNECTION WITH ANY OFFERING MADE BY THIS
PROSPECTUS TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS NOT CONTAINED
IN THIS PROSPECTUS, AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS
MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY, ANY SELLING
STOCKHOLDER OR BY ANY OTHER PERSON. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER
TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY SECURITY OTHER THAN THE SHARES
OFFERED HEREBY, NOR DOES IT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN
OFFER TO BUY ANY OF THE SHARES OFFERED HEREBY TO ANY PERSON IN ANY JURISDICTION
IN WHICH IT IS UNLAWFUL TO MAKE SUCH AN OFFER OR SOLICITATION. NEITHER THE
DELIVERY OF THIS PROSPECTUS NOR ANY SALE OF OR OFFER TO SELL THE SHARES MADE
HEREUNDER SHALL UNDER ANY CIRCUMSTANCES CREATE ANY IMPLICATION THAT THERE HAS
BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF OR THAT THE
INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO THE DATE
HEREOF.
---------------------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
----
<S> <C>
Available Information......................... 2
Additional Information........................ 2
Incorporation of Certain Documents
by Reference............................. 3
The Company................................... 4
Forward-Looking Statements.................... 5
Risk Factors.................................. 5
Use of Proceeds............................... 9
Selling Stockholders.......................... 9
Plan of Distribution.......................... 11
Legal Matters................................. 12
Experts....................................... 12
</TABLE>
---------------------------
772,693 Shares
INTEGRATED SILICON
SOLUTION, INC.
---------------------------
Common Stock
---------------------------
PROSPECTUS
December , 1997
================================================================================
<PAGE> 15
INTEGRATED SILICON SOLUTION, INC.
REGISTRATION STATEMENT ON FORM S-3
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The Company will pay all expenses incident to the offering and sale to
the public of the shares being registered other than any commissions and
discounts of underwriters, dealers or agents and any transfer taxes. Such
expenses are set forth in the following table. All of the amounts shown are
estimates except for the Securities and Exchange Commission ("SEC") registration
fee.
<TABLE>
<S> <C>
SEC Registration Fee ......... $ 1,824
Accounting fees and expenses.. $ 1,000
Legal fees and expenses ...... $15,000
Miscellaneous ................ $ 2,176
-------
Total ........................ $20,000
=======
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Registrant's Certificate of Incorporation limits the liability of
directors for monetary damages to the maximum extent permitted by Delaware law.
Delaware law provides that directors of a corporation will not be personally
liable for monetary damages for breach of their fiduciary duties as directors,
except for liability (i) for any breach of their duty of loyalty to the
corporation or its stockholders; (ii) for acts or omissions not in good faith or
that involve intentional misconduct or a knowing violation of law; (iii) for
unlawful payments of dividends or unlawful stock repurchases or redemptions as
provided in Section 174 of the Delaware General Corporation Law; or (iv) for any
transaction from which the director derived an improper personal benefit. The
Registrant's Bylaws provide that the Registrant shall indemnify its directors
and executive officers and may indemnify its other officers, employees and
agents to the fullest extent permitted by law.
The Registrant has entered into agreements to indemnify its directors
and officers, in addition to indemnification provided for in the Registrant's
Bylaws. These agreements, among other things, indemnify the Registrant's
directors and officers for certain expenses (including attorneys' fees),
judgments, fines and settlement amounts incurred by any such person in any
action or proceeding, including any action by or in the right of the Registrant,
arising out of such person's services as a director or officer of the
Registrant, any subsidiary of the Registrant or any other company or enterprise
to which the person provides services at the request of the Registrant.
The Registrant also maintains an insurance policy insuring its
directors and officers against liability for certain acts and omissions while
acting in their official capacities.
II-1
<PAGE> 16
ITEM 16. EXHIBITS
<TABLE>
<CAPTION>
Exhibit
Number
------
<S> <C>
4.1 Registration Rights Agreement dated as of December 3, 1997.
5.1 Opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation.
23.1 Consent of Ernst & Young L.L.P., independent auditors.
23.2 Consent of Wilson Sonsini Goodrich & Rosati, Professional Corporation
(included in Exhibit 5.1).
24.1 Power of Attorney (contained on Page II-3).
</TABLE>
- ---------------------------
ITEM 17. UNDERTAKINGS
A. 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 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;
(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 this offering.
B. Undertaking Regarding Filings Incorporating Subsequent
Exchange Act Documents by Reference.
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.
C. Undertaking in Respect of Indemnification.
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 SEC 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.
II-2
<PAGE> 17
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant, Integrated Silicon Solution, Inc., a corporation organized and
existing under the laws of the State of Delaware, certifies that it has
reasonable cause to believe that it meets all of the requirements for filing on
Form S-3 and has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Santa
Clara, State of California, on December 12, 1997.
INTEGRATED SILICON SOLUTION, INC.
By: /s/ JIMMY S.M. LEE
---------------------------------------
Jimmy S.M. Lee, President
and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that each person whose signature
appears below constitutes and appoints Jimmy S.M. Lee and Gary L. Fischer, and
each of them acting individually, his or her attorney-in-fact, each with the
power of substitution, for him or her in any and all capacities, to sign any
amendment to this Registration Statement, and to file the same, with exhibits
thereto and other documents in connection therewith, with the Securities and
Exchange Commission, granting to said attorney-in-fact full power and authority
to do and perform each and every act and thing requisite and necessary to be
done in connection therewith, as fully to all intents and purposes as he or she
might or could do in person, hereby ratifying and confirming all that said
attorney-in-fact, or his substitute or substitutes, may lawfully do or cause to
be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons on behalf
of the Registrant on December 12, 1997.
<TABLE>
<CAPTION>
SIGNATURE TITLE
-------------- ------------------
<S> <C>
/s/Jimmy S.M . Lee President, Chief Executive Officer and Chairman of the Board
- ------------------------------- of Directors (Principal Executive Officer)
Jimmy S.M. Lee
/s/ Gary L. Fischer Executive Vice President and Chief Financial Officer
- ------------------------------- (Principal-Financial--and-Accounting-Officer)
Gary L. Fischer
/s/ Kong-Yeu Han Director
- -------------------------------
Kong-Yeu Han
/s/ Diosdado D. Bantao Director
- -------------------------------
Diosdado D. Bantao
/s/ Lip-Bu Tan Director
- -------------------------------
Lip-Bu Tan
/s/ Pauline Alker Director
- -------------------------------
Pauline Alker
/s/ Chun Win Wong Director
- -------------------------------
Chun Win Wong
Director
- -------------------------------
Hide L. Tanigami
</TABLE>
II-3
<PAGE> 18
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit
Number
- --------
<S> <C>
4.1 Registration Rights Agreement dated as of December 3, 1997.
5.1 Opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation.
23.1 Consent of Ernst & Young L.L.P., independent auditors.
23.2 Consent of Counsel (included in Exhibit 5.1).
24.1 Power of Attorney (contained on Page II-3).
</TABLE>
- ---------------------------
<PAGE> 1
EXHIBIT 4.1
REGISTRATION RIGHTS AGREEMENT
This Registration Rights Agreement (the "AGREEMENT"), dated as of December
3, 1997, is entered into by and among Integrated Silicon Solution, Inc., a
Delaware corporation (the "COMPANY"), and the shareholders listed on the
signature pages hereto (collectively, the "SHAREHOLDERS").
R E C I T A L S
A. Pursuant to the merger (the "MERGER") of NexCom Technology, Inc., a
California corporation ("NEXCOM"), with and into the Company as contemplated by
that certain Agreement and Plan of Reorganization dated as of November 5, 1997
(the "REORGANIZATION AGREEMENT") the Shareholders will be issued up to an
aggregate of 772,693 shares of the Company's Common Stock (the "SHARES").
B. The execution of this Agreement is a condition to the closing of the
transactions contemplated by the Reorganization Agreement.
C. The Shareholders and the Company desire that the transactions
contemplated by the Reorganization Agreement be consummated.
NOW THEREFORE, in consideration of the mutual promises and covenants
hereinafter set forth, the parties hereto agree as follows:
1. Certain Definitions. As used in this Agreement, the following terms
shall have the following respective meanings:
"COMMISSION" shall mean the Securities and Exchange Commission or any
other federal agency at the time administering the Securities Act.
"COMMON STOCK" shall mean the common stock of the Company.
"EXCHANGE ACT" shall mean the Securities Exchange Act of 1934, as
amended, and the rules and regulations promulgated thereunder.
"HOLDER" shall mean any holder of outstanding Registrable Securities.
The terms "REGISTER", "REGISTERED" and "REGISTRATION" shall refer to a
registration effected by preparing and filing a registration statement in
compliance with the Securities Act and the declaration or ordering of the
effectiveness of such registration statement.
"REGISTRABLE SECURITIES" shall mean the Shares issued to the
Shareholders in the Merger; provided, however, that Registrable Securities shall
not include (a) any shares of Common Stock which have previously been sold to
the public, or (b) any Shares which may be sold by a Holder pursuant to
-1-
<PAGE> 2
Rule 144 under the Securities Act within any three (3) month period if such
securities then held by such Holder constitute less than one percent (1%) of the
Company's then outstanding equity securities.
"REGISTRATION EXPENSES" shall mean all expenses (excluding underwriting
discounts and selling commissions) incurred in connection with a registration
under Section 5 hereof, including, without limitation, all registration and
filing fees, printing expenses, fees and disbursements of counsel for the
Company, blue sky fees and expenses, and the reasonable fees and expenses (not
to exceed $10,000) of one counsel for the Shareholders.
"SECURITIES ACT" shall mean the Securities Act of 1933, as amended, and
the rules and regulations promulgated thereunder.
"SELLING EXPENSES" shall mean all underwriting discounts and selling
commissions applicable to the sale of Registrable Securities and any other
expenses which are not Registration Expenses.
2. Restrictions on Transferability. The Shares shall not be transferred
except upon the conditions specified in this Agreement, which conditions are
intended to insure compliance with the provisions of the Securities Act. Each
Shareholder will cause any proposed transferee of Shares held by that
Shareholder to agree to take and hold those securities subject to the provisions
and upon the conditions specified in this Agreement.
3. Restrictive Legend. Each certificate representing (i) the Shares, and
(ii) any other securities issued in respect of the Shares upon any stock split,
stock dividend, recapitalization, merger, consolidation or similar event, shall
(unless otherwise permitted or unless the securities evidenced by such
certificate shall have been registered under the Securities Act) be stamped or
otherwise imprinted with a legend substantially in the following form (in
addition to any legend required under applicable state securities laws):
THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR
INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE "ACT"), OR ANY STATE SECURITIES LAWS. SUCH SHARES
MAY NOT BE SOLD OR OFFERED FOR SALE IN THE ABSENCE OF SUCH REGISTRATION
OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY AND ITS COUNSEL
THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE ACT. COPIES OF THE
AGREEMENT COVERING THE PURCHASE OF THESE SHARES AND RESTRICTING THEIR
TRANSFER MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE
HOLDER OF RECORD OF THIS CERTIFICATE TO THE SECRETARY OF THE
CORPORATION AT THE PRINCIPAL EXECUTIVE OFFICE OF THE CORPORATION.
Upon request of a holder of such a certificate, the Company shall
remove the foregoing legend from the certificate or issue to such holder a new
certificate therefor free of any transfer legend, if, with such request, the
Company shall have received either the opinion referred to in Section 4(i) or
the "no-action" letter referred to in Section 4(ii) to the effect that any
transfer by such holder of the securities evidenced by such certificate will not
violate the Securities Act and applicable state securities laws, unless
-2-
<PAGE> 3
any such transfer legend may be removed pursuant to Rule 144(k), in which
case no such opinion or "no-action" letter shall be required.
4. Notice of Proposed Transfers. The holder of each certificate
representing Shares by acceptance thereof agrees to comply in all respects with
the provisions of this Section 4. Prior to any proposed transfer of any Shares
(other than under circumstances described in Section 5 hereof), the holder
thereof shall give written notice to the Company of such holder's intention to
effect such transfer. Each such notice shall describe the manner and
circumstances of the proposed transfer in sufficient detail, and shall be
accompanied by either (i) a written opinion of legal counsel to the holder who
shall be reasonably satisfactory to the Company, addressed to the Company and
reasonably satisfactory in form and substance to the Company's counsel, to the
effect that the proposed transfer of the Shares may be effected without
registration under the Securities Act or (ii) a "no-action" letter from the
Commission to the effect that the distribution of such securities without
registration will not result in a recommendation by the staff of the Commission
that action be taken with respect thereto, whereupon the holder of such Shares
shall be entitled to transfer such Shares in accordance with the terms of the
notice delivered by such holder to the Company. Each certificate evidencing the
Shares transferred as above provided shall bear the restrictive legend set forth
in Section 3 above.
5. Requested Registration.
(a) Request for Registration. The Company will use its diligent
best efforts to file a registration statement on Form S-3 with respect to the
Registrable Securities within ten (10) days following the closing of the Merger
so as to permit the sale of all of the Registrable Securities; provided that the
Company shall not be obligated to effect, or to take any action to effect, any
such registration pursuant to this Section 5:
(i) In any particular jurisdiction in which the
Company would be required to execute a general consent to
service of process in effecting such registration,
qualification or compliance, unless the Company is already
subject to service in such jurisdiction and except as may be
required by the Securities Act; or
(ii) After the Company has effected one (1) such
registration pursuant to this Section 5(a) and such
registration has been declared or ordered effective and
remained effective until the second anniversary of the Closing
Date (as defined in the Reorganization Agreement) of the
Merger.
The Holders acknowledge that the Company shall have no
obligation to participate in any underwriting with respect to the Registrable
Securities, and that the distribution will not be made pursuant to an
underwriting.
6. Expenses of Registration. All Registration Expenses incurred
in connection with any registration, qualification or compliance pursuant to
this Agreement shall be borne by the Company, and all Selling Expenses shall be
borne by the holders of the securities so registered pro rata on the basis of
the number of their shares so registered.
-3-
<PAGE> 4
7. Registration Procedures. The Company will keep each Holder
advised as to the initiation of such registration and as to the completion
thereof. At its expense, the Company will (a) keep such registration effective
until the first anniversary of the Closing of the Merger, and (b) furnish such
number of prospectuses and other documents incident thereto as a Holder from
time to time may reasonably request.
8. Indemnification.
(a) The Company will indemnify each Holder against all claims,
losses, damages and liabilities arising out of or based on any untrue statement
(or alleged untrue statement) of a material fact contained in any prospectus,
offering circular or other document (including any related registration
statement) incident to any such registration, qualification or compliance, or
based on any omission (or alleged omission) to state therein a material fact
required to be stated therein or necessary to make the statements therein, in
light of the circumstances in which they were made, not misleading, or any
violation by the Company of the Securities Act including any rule or regulation
thereunder applicable to the Company relating to action or inaction required of
the Company in connection with any such registration, qualification or
compliance, and will reimburse each such Holder for any legal and any other
expenses reasonably incurred in connection with investigating and defending any
such claim, loss, damage, liability or action, provided that the Company will
not be liable in any such case to the extent that any such claim, loss, damage,
liability or expense arises out of or is based on any untrue statement (or
alleged untrue statement) or omission (or alleged omission) based upon written
information furnished to the Company by such Holder for use therein.
(b) Each Holder will indemnify the Company, each of its
directors, officers and agents and each person who controls the Company within
the meaning of the Securities Act and the rules and regulations thereunder, each
other such Holder and each of their officers, directors and partners, and each
person controlling such Holder, against all claims, losses, damages and
liabilities arising out of or based on any untrue statement (or alleged untrue
statement) of a material fact contained in any such registration statement,
prospectus, offering circular or other document, or any omission (or alleged
omission) to state therein a material fact required to be stated therein or
necessary to make the statements therein, in light of the circumstances in which
they were made, not misleading, and will reimburse the Company and such Holders,
directors, officers, agents, partners, persons, underwriters or control persons
for any legal or any other expenses reasonably incurred in connection with
investigating of defending any such claim, loss, damage, liability or action, in
each case to the extent, but only to the extent, that such untrue statement (or
alleged untrue statement) or omission (or alleged omission) is made in such
registration statement, prospectus, offering circular or other document in
reliance upon and in conformity with information furnished to the Company by
such Holder for use therein.
(c) Each party entitled to indemnification under this Section
8 (the "INDEMNIFIED PARTY") shall give notice to the party required to provide
indemnification (the "INDEMNIFYING PARTY") promptly after such Indemnified Party
has actual knowledge of any claim as to which indemnity may be sought and shall
permit the Indemnifying Party to assume the defense of any such claim or any
litigation resulting therefrom, provided that counsel for the Indemnifying
Party, who shall conduct the defense of such claim or any litigation resulting
therefrom, shall be approved by the Indemnified Party (whose approval shall not
unreasonably be withheld), and the Indemnified Party may participate in such
defense
-4-
<PAGE> 5
at such party's expense, and provided further that the failure of any
Indemnified Party to give notice as provided herein shall not relieve the
Indemnifying Party of its obligations under this Agreement, except to the extent
that the Indemnified Party is prejudiced thereby. No Indemnifying Party in the
defense of any such claim or litigation shall, except with the consent of each
Indemnified Party, consent to entry of any judgment or enter into any settlement
which does not include as an unconditional term thereof the giving by the
claimant or plaintiff to such Indemnified Party of a release from all liability
in respect to such claim or litigation. Each Indemnified Party shall furnish
such information regarding itself or the claim in question as an Indemnifying
Party may reasonably request and as shall be reasonably required in connection
with defense of such claim and litigation resulting therefrom. An Indemnified
Party shall have the right to retain its own counsel, with the fees and expenses
to be paid by the Indemnifying Party, if representation of such Indemnified
Party by the counsel retained by the Indemnifying Party would be inappropriate
due to actual or potential differing interests between such Indemnified Party
and any other party represented by such counsel in such proceeding, provided
that in no event shall the Indemnifying Party be required to pay the fees and
expenses of more than one such separate counsel for all Indemnified Parties.
(d) The obligations of the Company and Holders under this
Section 8 shall survive the completion of any offering of Registrable Securities
in a registration statement and the termination of this Agreement. No
Indemnifying Party, in the defense of any such claim or litigation, shall,
except with the consent of each Indemnified Party, consent to the entry of any
judgment or enter into any settlement which does not include as an unconditional
term thereof the giving by the claimant or plaintiff to such Indemnified Party
of a release from all liability in respect to such claim or litigation.
9. Information by Holder. Each Holder shall furnish to the
Company such information regarding such Holder as the Company may reasonably
request and as shall be reasonably required in connection with any registration,
qualification or compliance referred to in this Agreement. If a Holder does not
provide all such information within seven (7) days following the Company's
receipt of the request from the Initiating Holders, the Company shall have no
obligation to register the Registrable Securities held by such holder, and such
Holder's rights hereunder shall terminate.
10. No Transfer of Registration Rights. The rights to cause the
Company to register Shareholder's securities granted to Shareholder by the
Company hereunder may not be transferred or assigned without the prior written
consent of the Company.
11. Governing Law. This Agreement and the legal relations among
the parties arising hereunder shall be governed by and interpreted in accordance
with the laws of the State of California. The parties hereto agree to submit to
the jurisdiction of the federal and state courts of the State of California with
respect to the breach or interpretation of this Agreement or the enforcement of
any and all rights, duties, liabilities, obligations, powers, and other
relations between the parties arising under this Agreement.
12. Entire Agreement. This Agreement constitutes the full and
entire understanding and agreement between the parties regarding rights to
registration. Except as otherwise expressly provided herein, the provisions
hereof shall inure to the benefit of, and be binding upon, the successors,
assigns, heirs, executors and administrators of the parties hereto.
-5-
<PAGE> 6
13. Notices, Etc. All notices and other communications required or
permitted hereunder shall be in writing and shall be mailed by first-class mail,
postage prepaid, or otherwise delivered by hand or by messenger, addressed (a)
if to a Shareholder, at the address set forth on Exhibit A attached hereto, or
at such other address as the Shareholder shall have furnished to the other
parties hereto in writing, or (b) if to any other holder of any securities, at
such address as such holder shall have furnished the other parties hereto in
writing, or, until any such holder so furnishes an address to the Company, then
to and at the address of the last holder of such Shares who has so furnished an
address to the Company, or (c) if to the Company, at the address of its
principal offices set forth on the signature page of this Agreement, or at such
other address as the Company shall have furnished to the other parties hereto in
writing.
14. Counterparts. This Agreement may be executed in counterparts, each
of which shall be an original, but all of which together shall constitute one
instrument.
15. Amendments. Any provision of this Agreement may be amended, waived
or modified upon the written consent of (i) the Company, and (ii) the
Shareholders who then hold at least fifty percent (50%) of the Registrable
Securities then held by persons entitled to registration rights hereunder,
provided further, any such amendment, waiver or modification applies by its
terms to each applicable Shareholder and, provided further, that a Shareholder
may waive any of such Holder's rights or the Company's obligations hereunder
without obtaining the consent of any other Shareholder.
IN WITNESS WHEREOF, the parties have executed this Registration Rights
Agreement as of the date first above written.
INTEGRATED SILICON SOLUTION, INC.
By: /s/ LOU YANG
-----------------------------------------
Title: Vice President, Business Development
-----------------------------------------
Address: 2231 Lawson Lane
Santa Clara, California 95054-3311
SHAREHOLDERS
/s/ NAGESH CHALLA
---------------------------------------------
Nagesh Challa
Address: 12300 Fredricksburg Ct.
Saratoga, CA 95070
-6-
<PAGE> 7
BHAVNA CHALLA 1996 TRUST U/T/A DATED
MAY 1, 1996
By:
---------------------------------
Address: c/o Jagannath Chirravuri
52 Ledgetree Road
Medfield, MA 02052
SUEHA CHALLA 1996 TRUST U/T/A DATED
MAY 1, 1996
By:
---------------------------------
Address: c/o Jagannath Chirravuri
52 Ledgetree Road
Medfield, MA 02052
Steven K. Fong
Address: 1673 Lederer Circle
San Jose, CA 95131
CATHERINE ANNE GANNAGE 1996 TRUST
U/T/A DATED JULY 9, 1996
By:
---------------------------------
Address: c/o George Smine
2321 Scott Street, Apt. 9
San Francisco, CA 94115
-7-
<PAGE> 8
/s/ MICHAEL GANNAGE
------------------------------------
Michael Gannage
Address: 2735 Bonnie Drive
Santa Clara, CA 95051
SIMONE E. GANNAGE 1996 TRUST U/T/A
DATED JULY 9, 1996
By:
---------------------------------
Address: c/o George Smine
2321 Scott Street, Apt. 9
San Francisco, CA 94115
------------------------------------
Zimmer S. Jan
Address: 865 Los Positos Drive
Milpitas, CA 95035
------------------------------------
Robert M. Kellert
Address: 1322 Sioux Court
Fremont, CA 94539
------------------------------------
John Kondo
Address: 20422 San Gabriel Valley Drive
Walnut, CA 91789-1012
-8-
<PAGE> 9
------------------------------------
Phuong Le
Address: 515K Central Avenue
Mountain View, CA 94043
------------------------------------
Ping-Chen Liu
Address: 5437 Twilight Common
Fremont, CA 94555
------------------------------------
Binh T. Ly
Address: 1142 Matterhorn Drive
San Jose, CA 95132
------------------------------------
Rao V. Musunuri
Address: 2027 Pollen Court
San Jose, CA 95131
------------------------------------
Sudhakara Musunuri
Address: 2027 Pollen Court
San Jose, CA 95131
------------------------------------
Anthony Nassar
Address: 475 Rowland Blvd.
Novato, CA 94947
-9-
<PAGE> 10
------------------------------------
Philip Y. Pan
Address: 44531 Kadi Court
Fremont, CA 94539
------------------------------------
Kola Nirmal Ratnakumar
Address: 1048 Harlan Drive
San Jose, CA 95129
------------------------------------
Charles Sutcliffe
Address: 15474 Via Vaquero
Monte Sereno, CA 95030
------------------------------------
Martin Zimmerman, Jr.
Address: 10165 McLaren Place
Cupertino, CA 95014
------------------------------------
Nooruddin Alamgir
Address: 2290 Zoria Circle
San Jose, CA 95131
------------------------------------
Curt Martin Allred
Address: 10198 Peninsula Avenue
Cupertino, CA 95014
-10-
<PAGE> 11
------------------------------------
Asim Aslam Bajwa
Address: 4955 Fontanelle Place
San Jose, CA 95111
------------------------------------
Robert N. Blair
Address: 7197 Indian Valley Court
San Jose, CA 95139
------------------------------------
Aikwo Eric Chen
Address: 5972 Friar Way
San Jose, CA 95129
------------------------------------
Hui Chen
Address: 4205 Mowry Avenue, #44
Fremont, CA 94538
------------------------------------
Toan D. Do
Address: 33283 Sunriver Common
Fremont, CA 94555
------------------------------------
Gene M. Frost
Address: 5845 Valley Drive
Fulton, CA 95018
-11-
<PAGE> 12
------------------------------------
Rao Gattupalli
Address: 2808 Cozumel Circle
Santa Clara, CA 95051
------------------------------------
Robin Jigour
Address: 1435 Ranch Court
San Jose, CA 95132
------------------------------------
Jerry B. Kirby
Address: 671 Manresa Lane
Los Altos, CA 94022
------------------------------------
Koji Kondo
Address: 20-18-3 Chome, Honda
Kokubunji-Shi, Tokyo
Japan Postal Code 185
------------------------------------
Tan-Le
Address: 651 Grand Fir Avenue, #2
Sunnyvale, CA 94086
-12-
<PAGE> 13
------------------------------------
Michael Chi Li
Address: 3311 Wyndham Drive
Fremont, CA 94536
THE MARINI FAMILY TRUST DTD 4/25/97
By:
---------------------------------
Address: c/o Giacomo Marini
1035 Trinity Drive
Menlo Park, CA 94025
------------------------------------
Huy Nguyen
Address: 1118 Chen Street
San Jose, CA 95131
------------------------------------
Michael L. Platt
Address: 2310 Juniper Avenue
Boulder, CO 80304
------------------------------------
Yunchen Qiu
Address: 28 Muirfield Court
San Jose, CA 95116
-13-
<PAGE> 14
------------------------------------
Seshadri Ramaswami
Address: 14690 Horseshoe Drive
Saratoga, CA 95070
------------------------------------
John J. Santillan
Address: 6500 Church Street
Gilroy, CA 95020
------------------------------------
Karl Schuh
Address: 405 Esmeralda Drive
Santa Cruz, CA 95060-1650
------------------------------------
Donna Shelton
Address: 2217 Annapolis Drive
Fremont, CA 94539
------------------------------------
Hideyuki Tanigami
Address: c/o Marubun USA Corp.
3000 Sand Hill Road
Bldg. 1-145
Menlo Park, CA 94025
-14-
<PAGE> 15
------------------------------------
Charles Tracy
Address: 3412 Norton Avenue
Modesto, CA 95350
------------------------------------
Bill K. Tsuchida
Address: 1658 Martin Avenue
Sunnyvale, CA 94087
------------------------------------
Chris Van Genderen
Address: 5627 Keymar Drive
San Jose, CA 95123
------------------------------------
Luyen Vu
Address: 830 Alcosta Drive
Milpitas, CA 95035
------------------------------------
David K. Wong
Address: 1166 Happy Valley Avenue
San Jose, CA 95129
-15-
<PAGE> 16
------------------------------------
Timmy Wong
Address: 4821 Fair Avenue
Oakland, CA 94619
------------------------------------
Steven G. Wright
Address: 4271 N. 1st Street, #72
San Jose, CA 95134
-16-
<PAGE> 1
EXHIBIT 5.1
December 12, 1997
Integrated Silicon Solution, Inc.
2231 Lawson Lane
Santa Clara, CA 95054-3311
RE: REGISTRATION STATEMENT ON FORM S-3
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-3 to be filed by
you with the Securities and Exchange Commission on or about the date hereof (the
"Registration Statement") in connection with the registration under the
Securities Act of 1933, as amended, of 772,693 shares of your Common Stock (the
"Shares"). All of the Shares are issued and outstanding and may be offered for
sale for the benefit of the selling stockholders named in the Registration
Statement. The Shares are to be sold from time to time in the over-the
counter-market at prevailing prices or as otherwise described in the
Registration Statement. As your legal counsel, we have examined the proceedings
taken by you in connection with the sale of the Shares.
It is our opinion that the Shares are 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 it appears in the
Registration Statement, including the prospectus constituting a part thereof,
and any amendments thereto.
Very truly yours,
WILSON SONSINI GOODRICH & ROSATI
Professional Corporation
<PAGE> 1
EXHIBIT 23.1
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-3) and related Prospectus of Integrated Silicon
Solution, Inc., for the registration of 772,693 shares of its common stock and
to the incorporation by reference therein of our report dated October 27, 1997,
except for Note 17 as to which the date is December 3, 1997, with respect to the
consolidated financial statements and schedule of Integrated Silicon Solution,
Inc. included in its Annual Report (Form 10-K) for the year ended September 30,
1997, filed with the Securities and Exchange Commission.
San Jose, California
December 15, 1997
