<PAGE>
As filed with the Securities and Exchange Commission on June 19, 1998.
Registration No. __-_____
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
_______________________
QUALITY SEMICONDUCTOR, INC.
(Exact name of Registrant as specified in its charter)
CALIFORNIA 77-0199189
---------- ----------
(State of Incorporation) (I.R.S. Employer Identification No.)
851 Martin Avenue
Santa Clara, CA 95050-2903
(Address of principal executive offices)
_______________________
1993 EMPLOYEE STOCK PURCHASE PLAN
1995 STOCK OPTION PLAN
(Full title of the Plans)
_______________________
Stephen Vonderach
Vice President, Finance and Chief Financial Officer
QUALITY SEMICONDUCTOR, INC.
851 Martin Avenue
Santa Clara, CA 95050-2903
(408) 450-8000
(Name, address and telephone number of agent for service)
_______________________
Copies to:
Tae Hea Nahm
Venture Law Group
2800 Sand Hill Road
Menlo Park, California 94025
(650) 854-4488
Page 1 of 9 Pages. Exhibit Index at Page 7.
(Calculation of Registration Fee on following page.)
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<TABLE>
<CAPTION>
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CALCULATION OF REGISTRATION FEE
- -------------------------------------------------------------------------------------------------------------------------
Proposed Maximum Proposed Maximum
Title of Securities Maximum Amount Offering Price Per Aggregate Offering Amount of
to be Registered to be Registered(1) Share Price Registration Fee
- -------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
1993 EMPLOYEE STOCK
PURCHASE PLAN:
Common Stock 100,000 shares $2.1781 (2) $217,810.00 $ 64.25
$.001 par value
1995 STOCK OPTION PLAN:
Common Stock 340,000 shares $2.5625 (3) $871,250.00 $257.02
$.001 par value
TOTAL 440,000 SHARES $321.27
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</TABLE>
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(1) This Registration Statement shall also cover any additional shares of
Common Stock which become issuable under any of the Plans being registered
pursuant to this Registration Statement by reason of any stock dividend,
stock split, recapitalization or any other similar transaction effected
without the receipt of consideration which results in an increase in the
number of the Registrant's outstanding shares of Common Stock.
(2) Estimated in accordance with Rule 457(h) under the Securities Act of 1933
(the "Securities Act") solely for the purpose of calculating the
--------------
registration fee. The computation is based upon the average of the high
and low sale prices of the Common Stock as reported on The Nasdaq National
Market on June 18, 1998, multiplied by 85%, which is the percentage of the
trading purchase price applicable to purchases under the referenced Plan.
(3) Estimated in accordance with Rules 457(h) and 457(c) under the Securities
Act of 1933 solely for the purpose of calculating the total registration
fee. The computation with respect to unissued options is based upon the
average of the high and low sale prices of the Common Stock as reported in
the Nasdaq National Market System on June 18, 1998.
- --------------------------------------------------------------------------------
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<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
The Registrant is filing this Registration Statement pursuant to Item E of
the General Instructions to Form S-8 in order to register additional securities
of the same class as those previously registered on Form S-8 for issuance in
connection with its 1993 Employee Stock Purchase Plan and its 1995 Stock Option
Plan. Such previous Registration Statement on Form S-8 (Registration No. 33-
72884) as amended (Registration No. 33-25809) is hereby incorporated by
reference.
ITEM 3. Information Incorporated By Reference
-------------------------------------
The following documents filed with the Securities and Exchange Commission
(the "Commission") are hereby incorporated by reference:
----------
(a) The Registrant's Annual Report on Form 10-K for the fiscal year ended
September 28, 1997, filed on December 19, 1997 pursuant to Section 13(a) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act");
(b) All other reports filed by the Registrant pursuant to Sections 13(a) or
15(d) of the Exchange Act since the end of the fiscal year covered by the
Company's document referred to in (a) above; and
(c) The description of the Registrant's Common Stock contained in the
Registrant's Registration Statement on Form 8-A filed with the Commission under
Section 12 of the Exchange Act on October 26, 1994, including any amendment or
report filed for the purpose of updating such description.
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-
effective amendment which indicates that all securities offered hereby have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference in this Registration Statement and to be part
hereof from the date of filing such documents.
ITEM 4. Description of Securities. Not applicable.
-------------------------
ITEM 5. Interests of Named Experts and Counsel. Not applicable.
--------------------------------------
ITEM 6. Indemnification of Directors and Officers.
-----------------------------------------
The Registrant has adopted provisions in its Articles of Incorporation that
limit the liability of its directors for monetary damages arising from a breach
of their fiduciary duty as directors to the fullest extent permitted by the
California Corporations Code. Such limitation of liability does not affect the
availability of equitable remedies such as injunctive relief or rescission. The
limitation on monetary liability also does not apply to liabilities arising
under the federal securities laws.
The Registrant's Bylaws provide that the Registrant will indemnify its
directors and officers to the fullest extent permitted by California law,
including circumstances in which indemnification is otherwise discretionary
under California law. The Registrant has entered into indemnification
agreements with its directors containing provisions which are in some respects
broader than the specific indemnification provisions contained in the California
Corporations Code. The indemnification agreements may require the Registrant,
among other things, to indemnify its directors against certain liabilities that
may arise by reason of their status or service as directors (other than
liabilities arising from willful misconduct of a culpable nature), to advance
their expenses incurred as a result of any proceeding against them as to which
they could be indemnified, and to obtain directors' insurance if available on
reasonable terms.
ITEM 7. Exemption From Registration Claimed. Not applicable.
-----------------------------------
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<PAGE>
ITEM 8. Exhibits.
---------
See Index to Exhibits on page 7.
ITEM 9. Undertakings.
------------
The undersigned Registrant hereby undertakes:
(1) to file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement 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 purposes 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.
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 that is incorporated by reference in the registration statement
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
Insofar as the indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the Registrant in a
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered hereunder, the Registrant will, unless in the opinion of its counsel
the matter has already been settled by controlling precedent, submit to a court
of appropriate jurisdiction the question of 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.
[SIGNATURE PAGES FOLLOW]
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<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 Santa Clara, State of California, on June 19, 1998.
QUALITY SEMICONDUCTOR, INC.
/s/ Stephen Vonderach
------------------------------------------
Stephen Vonderach
Vice President of Finance and Chief
Financial Officer (Principal Financial
and Accounting Officer)
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<PAGE>
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints R. Paul Gupta and Stephen Vonderach,
jointly and severally, his attorneys-in-fact, each with the power of
substitution, for him in any and all capacities, to sign any amendments to this
Registration Statement on Form S-8, and to file the same, with exhibits thereto
and other documents in connection therewith, with the Securities and Exchange
Commission, hereby ratifying and confirming all that each of said attorneys-in-
fact, or his substitute or substitutes, may do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ R. Paul Gupta Chairman of the Board, Chief Executive June 19, 1998
- --------------------------------------------- Officer and Director (Principal Executive
(R. Paul Gupta) Officer)
/s/ Stephen Vonderach Vice President of Finance and Chief June 19, 1998
- --------------------------------------------- Financial Officer (Principal Financial and
(Stephen Vonderach) Accounting Officer)
/s/ Chun P. Chiu Chairman of the Board June 19, 1998
- ---------------------------------------------
(Chun P. Chiu)
/s/ Andrew J.S. Kang Director June 19, 1998
- ---------------------------------------------
(Andrew J.S. Kang)
/s/ Robert L. Puette Director June 19, 1998
- ---------------------------------------------
(Robert L. Puette)
/s/ Masaharu Shinya Director June 19, 1998
- ---------------------------------------------
(Masaharu Shinya)
/s/ David D. Tsang Director June 19, 1998
- ---------------------------------------------
(David D. Tsang)
</TABLE>
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<PAGE>
INDEX TO EXHIBITS
-----------------
Exhibit
Number Page No.
- ------- --------
5.1 Opinion of Venture Law Group, a Professional Corporation. 8
23.1 Consent of Venture Law Group, a Professional Corporation
(included in Exhibit 5.1). 8
23.2 Consent of Independent Auditors 9
24.1 Power of Attorney 6
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<PAGE>
Exhibit 5.1
June 18, 1998
Quality Semiconductor, Inc.
851 Martin Avenue
Santa Clara, CA 95050-2903
Registration Statement on Form S-8
----------------------------------
Ladies and Gentlemen
We have examined the Registration Statement on Form S-8 (the "Registration
Statement") filed by you with the Securities and Exchange Commission (the
"Commission") on or about June 19, 1998 in connection with the registration
under the Securities Act of 1933, as amended, of an aggregate of 100,000 shares
of Common Stock pursuant to the Company's 1993 Employee Stock Purchase Plan and
340,000 shares of Common Stock pursuant to the Company's 1995 Stock Option Plan
(the "Plan") (collectively the "Shares"). As your counsel in connection with
the Registration Statement, we have examined the proceedings taken and are
familiar with the proceedings proposed to be taken by you in connection with the
sale and issuance of the Shares.
It is our opinion that upon conclusion of the proceedings being taken or
contemplated under the Plans or by us, as your counsel, to be taken prior to the
issuance of the Shares, and upon completion of the proceedings being taken in
order to permit such transactions to be carried out in accordance with the
securities laws of the various states where required, the Shares when issued and
sold in the manner described in the Registration Statement will be legally and
validly issued, fully paid and non-assessable.
We consent to the use of this opinion as an exhibit to the Registration
Statement and further consent to the use of our name wherever appearing in the
Registration Statement, including the Prospectus constituting a part thereof,
and in any amendment thereto.
Sincerely,
VENTURE LAW GROUP
A Professional Corporation
/s/ Tae Hea Nahm
Tae Hea Nahm
-8-
<PAGE>
Exhibit 23.2
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration
Statement (Form S-8) pertaining to the 1993 Employee Stock Purchase Plan and the
1995 Stock Option Plan of Quality Semiconductor, Inc. of our report dated
October 22, 1997 with respect to the consolidated financial statements and
schedule of Quality Semiconductor, Inc. included in the Annual Report (Form
10-K) for the year ended September 30, 1997, filed with the Securities and
Exchange Commission.
ERNST & YOUNG LLP
San Jose, California
June 19, 1998
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