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As filed with the Securities and Exchange Commission on April 29, 1999
Registration No. 333-30189
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-3/A
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, CALIFORNIA 95050
(408) 450-8000
(Address, including zip code, and telephone number, including area code,
of Registrant's principal executive offices)
STEPHEN H. VONDERACH
VICE PRESIDENT, FINANCE AND CHIEF FINANCIAL OFFICER
QUALITY SEMICONDUCTOR, INC.
851 MARTIN AVENUE
SANTA CLARA, CALIFORNIA 95050
(408) 450-8000
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copies to:
TAE HEA NAHM
VENTURE LAW GROUP
A PROFESSIONAL CORPORATION
2800 SAND HILL ROAD
MENLO PARK, CALIFORNIA 94025
(415) 854-4488
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
AS SOON AS PRACTICABLE AFTER THIS REGISTRATION STATEMENT BECOMES EFFECTIVE.
If the only securities being registered on this Form are to be 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, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [ ]
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. [ ]
THE REGISTRANT HEREBY AMENDS, AS APPROPRIATE, THIS REGISTRATION STATEMENT TO
WITHDRAW FROM REGISTRATION 1,188,000 SHARES PREVIOUSLY REGISTERED PURSUANT TO
THIS REGISTRATION STATEMENT AND TO DEREGISTER THE 1,188,000 SHARES PREVIOUSLY
REGISTERED PURSUANT TO THIS REGISTRATION STATEMENT.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, QSI
Semiconductor, Inc. certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-3/A and has duly caused this
amendment to registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Santa Clara, State of
California, on April 29, 1999.
QUALITY SEMICONDUCTOR, INC.
By: /s/ R. PAUL GUPTA
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R. Paul Gupta
President and Chief Financial Officer
POWER OF ATTORNEY
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.
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<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
* Chairman of the Board of Directors April 29, 1999
- -----------------------------
Chun Chiu
/s/ R. Paul Gupta President, and Chief Executive April 29, 1999
- ----------------------------- Officer and Principal Executive
R. Paul Gupta Officer
/s/ Stephen H. Vonderach Vice President, Finance and Chief April 29, 1999
- ----------------------------- Financial Officer (Principal
Stephen H. Vonderach Financial Officer and Principal
Accounting Officer)
* Director April 29, 1999
- -----------------------------
Masaharu Shinya
* Director April 29, 1999
- -----------------------------
Andrew Kang
* Director April 29, 1999
- -----------------------------
Robert Puette
* Director April 29, 1999
- -----------------------------
David Tsang
*By: /s/ R. Paul Gupta
-------------------------
R. Paul Gupta
(Attorney-In-Fact)
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