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As filed with the Securities and Exchange Commission on February 27, 1998
Registration No.-333
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
_____________________
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
_____________________
INTEGRATED CIRCUIT SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
PENNSYLVANIA 23-2000174
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2435 BOULEVARD OF THE GENERALS
NORRISTOWN, PA 19403
(610) 630-5300
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
____________________________________
STAVRO PRODROMOU
CHIEF EXECUTIVE OFFICER
INTEGRATED CIRCUIT SYSTEMS, INC.
2435 BOULEVARD OF THE GENERALS
NORRISTOWN, PA 19403
(610) 630-5300
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
__________________________________
Copies to:
DAVID R. KING, ESQ.
MORGAN, LEWIS & BOCKIUS LLP
2000 ONE LOGAN SQUARE
PHILADELPHIA, PA 19103
(215) 963-5000
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable 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, 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 of 1933, 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 of 1933, 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>
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TITLE OF EACH CLASS OF PROPOSED PROPOSED
SECURITIES TO BE AMOUNT TO BE MAXIMUM OFFERING MAXIMUM AGGREGATE AMOUNT OF
REGISTERED REGISTERED PRICE PER SHARE(1) OFFERING PRICE(1) REGISTRATION FEE
<S> <C> <C> <C> <C>
Common Stock, no par
value................ 608,504 shares $31.375 $19,091,813 $5,632
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</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(c) under the Securities Act based upon the average
of the high and low sales price reported for such security by the Nasdaq
National Market on February 24, 1998.
------------------------------
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 OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
<PAGE>
SUBJECT TO COMPLETION, DATED FEBRUARY 27, 1998
PROSPECTUS 608,504 SHARES
INTEGRATED CIRCUIT SYSTEMS, INC.
COMMON STOCK
____________________________________
This Prospectus, as appropriately amended or supplemented, relates to the
offer and sale (the "Offering") from time to time by each of the shareholders
listed under the caption "Selling Shareholders" (the "Selling Shareholders") of
up to 608,504 shares of Common Stock, no par value (the "Common Stock" or the
"Shares"), of Integrated Circuit Systems, Inc. ("ICS" or the "Company"). This
Offering is made pursuant to the fulfillment by the Company of its contractual
obligation to the Selling Shareholders to register shares of Common Stock held
by the Selling Shareholders. The Company will not receive any of the proceeds
from the sale of the Common Stock offered hereby. The Company has agreed to
bear all of the expenses of the registration of the Shares, but all underwriting
discounts or commissions relating the sale of the Shares incurred by the Selling
Shareholders will be borne by the Selling Shareholders. See "Plan of
Distribution."
The Shares may be offered by the Selling Shareholders from time to time in
transactions (which may include block transactions) on the Nasdaq National
Market, in negotiated transactions, through a combination of such methods of
sale, or otherwise, at fixed prices that may be changed, at market prices
prevailing at the time of sale, or at negotiated prices. The Selling
Shareholders may effect such transactions by selling the Shares to or through
broker-dealers, who may receive compensation in the form of discounts,
concessions or commissions from the Selling Shareholders and/or the purchasers
of the Shares for whom such broker-dealers may act as agents or to whom they may
sell as principals, or both (which compensation as to a particular broker-dealer
might be in excess of customary commissions). To the extent required, the
specific amount of Common Stock to be sold, the purchase price and public
offering price, the names of any resale agents, dealers or underwriters, and the
terms and amount of any applicable commission or discount with respect to a
particular offer will be set forth in a Prospectus Supplement and/or post-
effective amendment to the Registration Statement of which this Prospectus
constitutes a part.
The Selling Shareholders and any broker-dealers, agents or underwriters that
participate with the Selling Shareholders in the distribution of the Common
Stock may be deemed to be "underwriters" within the meaning of the Securities
Act of 1933, as amended (the "Securities Act"), and any commissions or profit
received by them and any profit on the resale of the Shares purchased by them
may be deemed to be underwriting commissions or discounts under the Securities
Act.
The Common Stock is traded on the Nasdaq National Market under the symbol
"ICST." On February 24, 1998, the last reported sale price of the Common Stock
on the Nasdaq National Market was $31.50 per share.
FOR A DISCUSSION OF CERTAIN FACTORS THAT SHOULD BE CONSIDERED IN EVALUATING
AN INVESTMENT IN THE COMMON STOCK OFFERED HEREBY, SEE "RISK FACTORS" ON
BEGINNING ON PAGE 5.
______________________
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 FEBRUARY 27, 1998.
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AVAILABLE INFORMATION
The Company is subject to the reporting requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information can 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, as well as the following
Regional Offices of the Commission: Seven World Trade Center, 13th Floor, New
York, New York 10048; and Citicorp Center, 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661. Copies of such material can be obtained from the Public
Reference Section of the Commission at Room 1024, Judiciary Plaza, 450 Fifth
Street, N.W., Washington, D.C. 20549 at prescribed rates. Such material also
may be accessed electronically by means of the Commission's home page on the
Internet (http://www.sec.gov). In addition, such reports, proxy statements and
other information concerning the Company can be inspected at the National
Association of Securities Dealers, Inc., 1735 K Street, N.W., Washington, D.C.
20006.
This Prospectus constitutes a part of a registration statement on Form S-3
(herein, together will all exhibits and schedules thereto, referred to as this
"Registration Statement") filed by the Company with the Commission under the
Securities Act, with respect to the securities offered hereby. This Prospectus
does not contain all the information set forth in the Registration Statement,
certain parts of which are omitted in accordance with the rules and regulations
of the Commission. Reference is hereby made to the Registration Statement for
further information with respect to the Company and the securities offered
hereby. Copies of the Registration Statement are on file at the offices of the
Commission and may be obtained upon payment of the prescribed fee or may be
examined without charge at the public reference facilities of the Commission
described above. Statements contained herein concerning the provisions of
documents are necessarily summaries of such documents, and each statement is
qualified in its entirety by reference to the copy of the applicable document
filed with the Commission.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The following documents of the Company filed with the Commission pursuant to
the Exchange Act are incorporated herein by reference:
(a) The Company's Annual Report on Form 10-K for the fiscal year
ended June 28, 1997 filed with the Commission on September 8, 1997.
(b) The Company's Quarterly Report on Form 10-Q for the interim
period ended September 27, 1997 filed with the Commission on November 12,
1997.
(c) The Company's Quarterly Report on Form 10-Q for the interim
period ended December 27, 1997, filed with the Commission on February 9,
1998, as amended on February 13, 1998.
(d) The description of the Company's shares of Common Stock contained
in the Registration Statement on Form 8-A filed with the Commission on May
21, 1991, registering the Common Stock under the Exchange Act.
In addition, all reports and other documents filed by the Company with the
Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act,
subsequent to the date of effectiveness of the Registration Statement of which
this Prospectus is a part and prior to the termination of the offering made
hereby, shall be deemed to be incorporated by reference into this Prospectus.
Any statement contained in a document incorporated by reference herein 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 which 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 this Prospectus.
This Prospectus incorporates documents by reference which are not presented
herein or delivered herewith. The Company undertakes to provide without charge
to each person, including any beneficial owner, to whom a Prospectus is
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delivered, upon written or oral request of such person, a copy of any or all of
such documents which are incorporated herein by reference (other than exhibits
to such documents unless such exhibits are specifically incorporated by
reference into the documents that this Prospectus incorporates). Such requests
should be addressed to Hock E. Tan, Chief Financial Officer, Integrated Circuit
Systems, Inc., 2435 Boulevard of the Generals, Norristown, Pennsylvania 19403,
telephone (610) 630-5302.
THE COMPANY
Integrated Circuit Systems, Inc. (the "Company") was incorporated in
Pennsylvania in 1976, and began by designing and marketing custom application
specific integrated circuits ("ASICs") for various industrial customers. In
particular, the Company developed expertise in designing ASICs which combined
both analog and digital (or "mixed-signal") technology. By 1988, the Company had
adopted a strategy of developing proprietary integrated circuits ("ICs") to
capitalize on its complex mixed-signal design technology and entered the market
for frequency timing generators ("FTGs") which provide the timing signals or
"clocks" necessary to synchronize high performance electronic systems. FTGs
replaced the multiple crystal oscillators and other peripheral circuitry
previously used to generate and synchronize timing signals, thus providing
savings in board space, power consumption and cost. The Company's FTG products
were initially used in video graphics applications in personal computers
("PCs"), but subsequently expanded to include motherboards and PC peripheral
devices such as disk drives, audio cards and laser printers. More recently, the
Company has further extended the use of its mixed-signal expertise to develop
products for data communication applications. The Company currently considers
its various design, manufacture and marketing activities to be a single industry
segment.
The Company's initial public offering of Common Stock occurred in June 1991,
at which time the Company's Common Stock commenced trading on the Nasdaq
National Market under the symbol "ICST".
The principal executive offices of the Company are located at 2435 Boulevard
of the Generals, Norristown, Pennsylvania 19403, telephone (610) 630-5300.
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FORWARD-LOOKING STATEMENTS
The statements contained or incorporated by reference in this Prospectus that
are not historical facts or statements of current condition are forward-looking
statements. Such forward-looking statements may be identified by, among other
things, the use of forward-looking terminology such as "believes," "expects,"
"forecasts," "estimates," "plans," "continues," "may," "will," "should,"
"anticipates" or "intends," or the negative thereof or other variations thereon
or comparable terminology, or by discussions of strategy or intentions. These
forward-looking statements, such as statements regarding anticipated future new
product introductions, revenues, capital expenditures, acquisitions, management
and production activities, and other statements regarding matters that are not
historical facts, involve predictions. The Company's actual results,
performance or achievements could differ materially from the results expressed
in, or implied by, these forward-looking statements. Potential risks and
uncertainties that could affect the Company's results, performance or
achievements include, but are not limited to, the "Risk Factors" set forth
below, and general economic conditions, including economic conditions related to
the semiconductor and PC industries. Given these uncertainties, current or
prospective investors are cautioned not to place undue reliance on any such
forward looking statements. Furthermore, the Company disclaims any obligation
or intent to update any such factors or forward-looking statements to reflect
future events or developments.
RISK FACTORS
An investment in the Common Stock of the Company offered hereby involves
substantial risks and uncertainties. In addition to general investment risks
and those factors set forth elsewhere in this Prospectus (including "Forward-
Looking Statements" above) or incorporated by reference herein, prospective
investors should carefully consider, among other things, the risk factors set
forth below.
DEPENDENCE ON CONTINUOUS INTRODUCTION OF NEW PRODUCTS BASED ON THE LATEST
TECHNOLOGY
The markets for the Company's products are characterized by rapidly changing
technology, evolving industry standards and frequent new product introductions.
Product life cycles are continually becoming shorter, which causes the gross
margins of semiconductor products to decline precipitously as the next
generation of competitive products (which are often faster, smaller and more
technologically sophisticated) are introduced. Because of this almost
inevitable product obsolescence and declining margins, the Company's future
success is highly dependent upon its ability to continually develop new products
using the latest and most cost-effective technologies, introduce them in
commercial quantities to the marketplace ahead of the competition and have them
selected for inclusion in products of leading systems manufacturers. There can
be no assurance that the Company will be able to regularly develop and introduce
such new products on a timely basis or that products developed by the Company,
including recently introduced products, will be selected by systems
manufacturers for incorporation into their products. The Company's failure to
develop such new products, or to have its products available in commercial
quantities ahead of competitive products and selected for inclusion in products
of systems manufacturers, would have a material adverse effect on the Company's
results of operations and financial condition.
INTENSELY COMPETITIVE INDUSTRY
The semiconductor and PC component industries are intensely competitive. The
Company's ability to compete depends highly on elements outside the Company's
control, such as general economic conditions affecting the semiconductor and PC
industries and the introduction of new products and technologies by competitors.
Most of the Company's competitors and potential competitors have significantly
greater financial, technical, manufacturing and marketing resources than the
Company. These competitors include major multinational corporations possessing
worldwide wafer fabrication and integrated circuit production facilities and
diverse, established product lines. Competitors also include emerging companies
attempting to obtain a share of the existing market for the Company's current
and proposed products. To the extent that the Company's products achieve
market acceptance, competitors typically seek to offer competitive products or
embark on pricing strategies which, if successful, could have a material adverse
effect on the Company's results of operation and financial condition.
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The Company has directed significant resources towards the objective of
establishing growth in networking transceiver markets. In order to succeed, the
Company may have to displace larger and more established competitors in these
markets. There can be no assurance that the Company will be successful in its
efforts or that even if market penetration were to be achieved the networking
transceiver products would be profitable or that competitive responses would not
have a material adverse impact on future profitability.
DEPENDENCE ON FREQUENCY TIMING PRODUCTS
The Company's frequency timing generator products for use in motherboard and
peripheral applications for PCs accounted for approximately 53.7%, 45.6% and
51.5% of the Company's total revenue in fiscal years 1997, 1996 and 1995,
respectively. The Company believes that competitors increasingly are becoming
second source suppliers of products which could be substituted for certain of
the Company's PC video graphics products. Some suppliers of other complementary
IC video products, such as video graphics controllers, have begun to integrate
the video timing generator function into other products, primarily for lower
performance applications. As a result, the Company has experienced, and may
continue to experience, downward pricing pressure on and competition in certain
of its PC video graphics frequency timing generator products. Future sales may
be materially and adversely affected by the availability and sales of these
competing products. Additionally, there can be no assurance that the Company
will be able to increase revenues in the future relating to its frequency timing
generator products.
DEPENDENCE ON PC INDUSTRY
A substantial portion of the sales of the Company's products depend largely
on sales of PCs and peripherals for PCs. The PC industry is subject to extreme
price competition, rapid technological change, evolving standards, short product
life cycles and continuous erosion of average selling prices. Should the PC
market decline or experience slower growth, then a decline in the order rate for
the Company's products could occur during a period of inventory correction by PC
and peripheral device manufacturers, which could result in a decline in revenue
or a slower rate of revenue growth for the Company. A downturn in the PC market
could also affect the financial health of some of the Company's customers, which
could affect the Company's ability to collect outstanding accounts receivable
from such customers. Furthermore, the intense price competition in the PC
industry is expected to continue to put pressure on the price of all PC
components, including the Company's products, thus reducing profit margins.
The PC industry also depends upon sales worldwide, and recent economic
turmoil in the Pacific Rim will substantially reduce sales of PCs in that
geographic area. The ultimate impact on the Company cannot be determined at
this time. Similar regional economic crisis, whether in developing or mature
markets, could also impact sales of PCs and peripherals for PCs, and thus impact
sales of the Company's products.
DEPENDENCE ON OUTSIDE WAFER FOUNDRIES AND ASSEMBLERS
The Company currently depends entirely upon third party suppliers for the
manufacture of the silicon wafers from which its finished circuits are
manufactured, and for the assembly of finished integrated circuits from silicon
wafers.
There can be no assurance that the Company will be able to obtain adequate
quantities of processed silicon wafers within a reasonable period of time or at
commercially reasonable rates, and the semiconductor industry has experienced
disruptions from time to time in the supply of processed silicon wafers due to
quality or yield problems or capacity limitations. Virtually all of the
Company's wafers are manufactured by three outside foundries. If one or more of
these foundries are unable or unwilling to produce adequate supplies of
processed wafers on a timely basis, it could cause significant delays and
expense in locating a new foundry and redesigning circuits to be compatible with
the new manufacturer's process and, consequently, could have a material adverse
effect on the Company's results of operation and financial condition.
The Company also relies entirely upon third parties for the assembly of
finished integrated circuits from processed silicon wafers. The Company
currently relies on four assemblers, two of which produce most of the Company's
finished integrated circuits. While the Company believes that there is
typically a greater availability of assemblers than silicon wafer foundries, it
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could none the less incur significant delays and expense if one or more of the
assemblers upon which the Company currently relies become unable or unwilling to
assemble finished integrated circuits from silicon wafers.
Two of the foundries that manufacture the silicon wafers from which finished
circuits are manufactured, and all of the third parties used by the Company to
assemble finished integrated circuits, are located in the Pacific Rim. The
Company has typically relied upon production and assembly in this geographic
area because of the abundance of third parties performing these services, as
well as the geographic proximity to manufacturers of PCs and other equipment in
that region that use the Company's products. The impact of the current
financial crisis in the Pacific Rim countries on the Company's operations in
this area cannot yet be determined. It is possible, among other things, that
one or more of the Company's key suppliers could face insolvency or other
financial risks due to the economic crisis in that region which would require
them to cease operations. This could cause a delay in the Company's production
and delivery of commercial quantities of its products, which in turn could
materially adversely affect the Company's revenues and financial condition. See
"Risks Associated with International Business Activities."
RISKS ASSOCIATED WITH INTERNATIONAL BUSINESS ACTIVITIES
For the fiscal years 1997, 1996 and 1995, the Company generated approximately
60.3%, 46.8% and 55.1% of its net sales, respectively, from international
markets. These sales were generated primarily from the Company's customers in
the Pacific Rim region and included sales to foreign corporations, as well as to
foreign subsidiaries of U.S. corporations. The Company estimates that in fiscal
1997, approximately one-half of the Company's sales in international markets
were to foreign corporations, with the bulk of them being in Taiwan.
In addition, two of the Company's wafer suppliers and all of the Company's
assemblers are located in the Pacific Rim. Several countries in this region have
experienced currency devaluation and/or difficulties in financing short-term
obligations. There can be no assurance that the effect of this economic crisis
on the Company's wafer suppliers will not impact the Company's wafer supply or
assembly operations, or that the effect on the Company's customers in that
region will not adversely affect both the demand for the Company's products and
the collectibility of receivables. See "Dependence on Outside Wafer Foundries
and Assemblers."
The Company's international business activities in general are subject to a
variety of potential risks resulting from certain political, economic and other
uncertainties including, without limitation, political risks relating to a
substantial number of the Company's customers being in Taiwan. Certain aspects
of the Company's operations are subject to governmental regulations in the
countries in which the Company does business, including those relating to
currency conversion and repatriation, taxation of its earnings and earnings of
its personnel, and its use of local employees and suppliers. The Company's
operations are also subject to the risk of changes in laws and policies in the
various jurisdictions in which the Company does business which may impose
restrictions on the Company. The Company cannot determine to what extent future
operations and earnings of the Company may be effected by new laws, new
regulations, changes in or new interpretations of existing laws or regulations
or other consequences of doing business outside the U.S.
The Company's activities outside the U.S. are subject to additional risks
associated with fluctuating currency values and exchange rates, hard currency
shortages and controls on currency exchange. Additionally, worldwide
semiconductor pricing is influenced by currency fluctuations, and the recent
devaluation of the currencies of several countries in the Pacific Rim could have
a significant impact on the prices of the Company's products if its competitors
offer products at significantly lower prices in an effort to maximize cash flows
to finance short-term, dollar denominated obligations; such devaluations could
also impact the competitive position of the Company's customers in Taiwan and
elsewhere, which could impact the Company's sales.
RISKS ASSOCIATED WITH ACQUISITIONS; INTEGRATION OF OPERATIONS.
An element of the Company's growth strategy has been to pursue strategic
acquisitions that expand and complement the Company's business. Acquisitions
involve a number of risks inherent in assessing the values, strengths,
weaknesses and profitability of acquisition candidates including: adverse short-
term effects on the Company's operating results; diversion of management's
attention; dependence on retaining key personnel; amortization of acquired
intangible assets; and risks
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associated with unanticipated problems and latent liabilities or contingencies.
In addition, the Company's acquisitions of other companies and product lines
will require the integration of their operations into those of the Company.
There can be no assurance that the Company will be able to identify appropriate
acquisition candidates, or successfully integrate acquired operations to realize
cost-savings or other synergies, and the failure to do so could have a material
adverse effect on the Company's results of operations and financial condition.
VARIABILITY OF QUARTERLY RESULTS
The Company's quarterly and annual operating results have been subject to
substantial fluctuation in the past, and are likely to similarly fluctuate in
the future as a result of a wide variety of factors, including competitive
pressures on selling prices, timing and cancellation of customer orders,
fluctuations in production yields, changes in the mix of products sold,
availability of wafer supply, possible disruptions of operations caused new
foundries or other vendors, political and economic instability in foreign
markets affecting both ultimate customers of the Company's products and the
availability of third-party suppliers for the manufacture, assembly and testing
of silicon wafers and finished circuits, seasonal patterns of spending and
manufacturing inefficiencies associated with the development and start up of
new products.
The Company believes that its future quarterly operating results may also
fluctuate as a result of Company-specific factors, including pricing pressures
on its more mature FTG components, fluctuating demand for its custom ASIC
products, acceptance of the Company's newly introduced products and market
acceptance of its customers' products. In addition, the Company is subject to
fluctuations in the annual business cycles of its original equipment
manufacturer ("OEMs") customers.
DEPENDENCE ON PATENTS, TRADE SECRETS AND PROPRIETARY TECHNOLOGY
The Company holds several patents as well as copyrights, mask works and
trademarks with respect to its various products and expects to continue to file
applications for the same in the future as a means of protecting its technology
and market position. In addition, the Company seeks to protect its proprietary
information and know-how through the use of trade secrets, confidentiality
agreements and other security measures. With respect to patents, there can be
no assurance that any applications for patent protection will be granted, or, if
granted, will offer meaningful protection. Additionally, there can be no
assurance that competitors will not develop, patent or gain access to similar
know-how and technology, or reverse engineer the Company's products, or that any
confidentiality agreements upon which the Company relies to protect its trade
secrets and other proprietary information will be adequate to protect the
Company's proprietary technology. The occurrence of any such events could have
a material adverse effect on the Company's results of operations and financial
condition.
Patents covering a variety of semiconductor designs and processes are held by
various companies. The Company has from time to time received, and may in the
future receive, communications from third parties claiming that the Company may
be infringing certain of such parties' patents and other intellectual property
rights. Any infringement claim or other litigation against or by the Company
could have a material adverse effect on the Company's results of operations and
financial condition.
DEPENDENCE UPON KEY PERSONNEL
The Company is dependent upon its ability to attract and retain highly-
skilled technical, managerial and marketing personnel. The Company believes
that its future success in developing marketable products and achieving a
competitive position will depend in large part upon whether it can attract and
retain skilled personnel. Competition for such personnel is intense, and there
can be no assurance that the Company will be successful in attracting and
retaining the personnel it requires to successfully develop new and enhanced
products and to continue to grow and operate profitably. Furthermore, retention
of scientific and engineering personnel in the Company's industry typically
requires the Company to present attractive equity incentive packages, which
could lead to additional dilution.
Virtually all of the Company's key engineers worked at other companies or at
universities and research institutions before joining the Company. Disputes may
arise as to whether technology developed by such engineers while employed by or
associated with the Company was first discovered when they were employed by or
associated with others in a manner that
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would give third parties rights to such technology superior to the rights, if
any, of the Company. Disputes of this nature have occurred in the past, and are
expected to continue to arise in the future, and there can be no assurance that
the Company will prevail in any such disputes. To the extent that consultants,
vendors or other third parties apply technological information independently
developed by them or by others to the Company's proposed products, disputes may
also arise as to the proprietary rights to such information, which may not be
resolved in favor of the Company.
PRODUCT LIABILITY EXPOSURE AND POTENTIAL UNAVAILABILITY OF INSURANCE
Certain of the Company's custom IC products are sold into the medical markets
for applications which include a blood glucose measurement instrument and
hearing aids. In certain cases, the Company has provided or received
indemnities with respect to possible third party claims arising from these
products. Although the Company believes that exposure to third party claims has
been minimized, there can be no assurance that the Company will not be subject
to third party claims in these or other applications or that any indemnification
or insurance available to the Company will be adequate to protect it from
liability. A product liability claim, product recall or other claim, as well as
any claims for uninsured liabilities or in excess of insured liabilities, could
have a material adverse effect on the Company's results of operations and
financial condition.
VOLATILITY OF THE COMPANY'S STOCK PRICE
Since the initial public offering of the Company's Common Stock in 1991, the
market value of the Company's Common Stock has been subject to significant
fluctuation. The market price of the Company's Common Stock is likely to
continue to be subject to significant fluctuations in response to operating
results and other factors. In addition, the stock market in recent years has
experienced price and volume fluctuations that often have been unrelated or
disproportionate to the operating performance of the companies. These
fluctuations, as well as general economic and market conditions, may adversely
affect the market price of the Company's Common Stock.
POTENTIAL ANTI-TAKEOVER EFFECTS OF PENNSYLVANIA LAW; POSSIBLE ISSUANCES OF
PREFERRED STOCK
Certain provisions of the Pennsylvania Business Corporation Law of 1988, as
amended (the "PBCL"), may be deemed to have an anti-takeover effect and may
delay, defer or prevent a tender offer or takeover attempt that a shareholder
might consider in his or her best interest, including those attempts that might
result in a premium over the market price for the shares held by shareholders.
See "Capital Stock--Pennsylvania Anti-takeover Laws". Furthermore, the
Company's board of directors has the authority to issue up to 5,000,000 shares
of preferred stock and to determine the price, rights, preferences and
privileges of those shares without any further vote or action by the
shareholders. The rights of the holders of Common Stock will be subject to, and
may be adversely affected by, the rights of the holders of any preferred stock
that may be issued in the future. The issuance of shares of preferred stock,
while potentially providing desirable flexibility in connection with possible
acquisitions and other corporate purposes, could have the effect of making it
more difficult for a third party to acquire a majority of the outstanding voting
stock of the Company. See "Capital Stock--Preferred Stock".
POTENTIAL DILUTION
As of February 18, 1998, there were 1,916,213 shares of Common Stock reserved
for issuance upon the exercise of outstanding options with a weighted average
exercise price of $14.86 per share. To the extent that such options to purchase
the Company's Common Stock are exercised, shareholders will experience dilution.
USE OF PROCEEDS
The Company will not receive any of the proceeds from the sale of the shares.
All of the proceeds from the sale of the Shares will be received by the Selling
Shareholders.
8
<PAGE>
SELLING SHAREHOLDERS
The following table sets forth certain information regarding the beneficial
ownership of the Common Stock as of February 18, 1998 by each of the Selling
Shareholders. Unless otherwise indicated below, to the knowledge of the
Company, all persons listed below have sole voting and investment power with
respect to the shares of Common Stock, except to the extent authority is shared
by spouses under applicable law.
The information included below is based upon information provided by the
Selling Shareholders. Because the Selling Shareholders may offer all, some or
none of their Common Stock, no definitive estimate as to the number of shares
thereof that will be held by the Selling Shareholders after such offering can be
provided and the following table has been prepared on the assumption that all
shares of Common Stock offered under this Prospectus will be sold. See "Plan of
Distribution."
<TABLE>
<CAPTION>
Common Stock To Be
Common Stock Beneficially Owned as of February
Beneficially Owned 18, 1998 If All Shares Offered
as of February 18, 1998 (1) Hereunder Are Sold (1)
---------------------------- ------------------------------------
Shares That May be
Name Shares Percent Offered Hereunder Shares Percent
---- ------ ------- -------------------- ------ -------
<S> <C> <C> <C> <C> <C>
Christopher Bland /(2)/ 224,456 1.8 211,956 12,500 *
Barry Olsen /(3)/ 216,340 1.7 203,804 12,536 *
Jerry Kiachian 157,248 1.2 157,248 - *
Jan Gazda /(4)/ 21,501 * 17,394 4,107 *
Diane Roth /(5)/ 11,265 * 8,765 2,500 *
Jagdeep Bal /(6) 5,595 * 1,613 3,982 *
Barbara Wahli /(7)/ 356 * 144 212 *
Stephen Jasper /(8)/ 20,432 * 5,435 14,997 *
Steven Aycock /(9)/ 6,656 * 1,656 5,000 *
Max Keyashian 489 * 489 - *
</TABLE>
____________
*Less than 1%.
(1) Solely for the purpose of the percentage ownership calculation for each
beneficial owner depicted herein, the number of shares of Common Stock deemed
outstanding (i) assumes 12,734,554 shares of Common Stock outstanding as of
February 18, 1998 and (ii) includes additional shares issuable pursuant to
options or warrants held by such owner which may be exercised within 60 days
after such date ("presently exercisable options"), as set forth below.
(2) Includes 12,500 shares issuable pursuant to presently exercisable options.
Mr. Bland serves as the Company's Vice President of Engineering.
(3) Includes 12,500 shares issuable pursuant to presently exercisable options.
Mr. Olsen serves as the Company's Vice President of Marketing.
(4) Includes 4,078 shares issuable pursuant to presently exercisable options.
(5) Includes 2,500 shares issuable pursuant to presently exercisable options.
(6) Includes 2,000 shares issuable pursuant to presently exercisable options.
(7) Includes 212 shares issuable pursuant to presently exercisable options.
(8) Includes 14,997 shares issuable pursuant to presently exercisable options.
(9) Includes 5,000 shares issuable pursuant to presently exercisable options.
9
<PAGE>
PLAN OF DISTRIBUTION
The Shares offered hereby may be sold from time to time by the Selling
Shareholders. Such sales may be effected by or for the account of the Selling
Shareholders from time to time in transactions (which may include block
transactions) on the Nasdaq National Market, in negotiated transactions, through
a combination of such methods of sale, or otherwise, at fixed prices that may be
changed, at market prices prevailing at the time of sale or at negotiated
prices. The Selling Shareholders may effect such transactions by selling the
Shares directly to purchasers, through broker-dealers acting as agents for the
Selling Shareholders, or to broker-dealers acting as agents for the Selling
Shareholders, or to broker-dealers who may purchase Shares as principals and
thereafter sell the Shares from time to time in transactions (which may include
block transactions) on the Nasdaq National Market, in negotiated transactions,
through a combination of such methods of sale, or otherwise. In effecting
sales, broker-dealers engaged by Selling Shareholders may arrange for other
broker-dealers to participate. Such broker-dealers, if any, may receive
compensation in the form of discounts, concessions or commissions from the
Selling Shareholders and/or the purchasers of the Shares in amounts to be
negotiated prior to sale. In addition, any securities covered by this
Prospectus that qualify for sale pursuant to Rule 144 might be sold under Rule
144 rather than pursuant to this Prospectus.
The Selling Shareholders and any broker-dealers, agents or underwriters that
participate with the Selling Shareholders in the distribution of the Shares may
be deemed to be "underwriters" within the meaning of the Securities Act. Any
commissions paid or any discounts or concessions allowed to any such persons,
and any profits received on the resale of the Shares purchased by them may be
deemed to be underwriting commissions or discounts under the Securities Act.
Upon the Company's being notified by the Selling Shareholders that any
material arrangement has been entered into with a broker or dealer for the sale
of Shares pursuant to this Registration Statement through a secondary
distribution, or a purchase by a broker or dealer, a supplemented Prospectus
will be filed, if required, pursuant to Rule 424(c) under the Securities Act,
disclosing (a) the name of each such broker-dealer(s); (b) the number of Shares
involved; (c) the price at which such Shares were sold; (d) the commissions paid
or discounts or concessions allowed to such broker-dealer(s), where applicable;
(e) where applicable, that such broker-dealer(s) did not conduct any
investigation to verify the information set out or incorporated by reference in
this Prospectus, as supplemented; and (f) other facts material to the
transaction.
The Shares are listed on the Nasdaq National Market under the symbol "ICST."
The Company is bearing all costs relating to the registration of the Shares.
However, any commissions, discounts or other fees payable to broker-dealers in
connection with any sale of the Shares will be borne by the Selling Shareholder
selling such Shares. In addition, the Selling Shareholders will be indemnified
by the Company against certain civil liabilities, including liabilities under
the Securities Act.
CAPITAL STOCK
The authorized capital stock of the Company consists of 50,000,000 shares of
Common Stock, without par value, and 5,000,000 shares of Preferred Stock,
without par value.
PREFERRED STOCK
No shares of Preferred Stock are currently outstanding. The Company's board
of directors has the authority to issue Preferred Stock in one or more series
and to fix the rights, preferences, privileges and restrictions thereof,
including dividend rights, dividend rates, conversion rights, voting rights,
terms of redemption, redemption prices, liquidation preferences and the number
of shares constituting any redemption, redemption prices, liquidation
preferences and the number of shares constituting any series or designation of
such series, without further vote or action by the holders of outstanding shares
of Common Stock. The issuance of Preferred Stock may have the effect of
delaying, deferring or preventing a change in control of the Company without
further action by the shareholders and may adversely affect the voting and other
rights of the holders of the Company's Common Stock.
10
<PAGE>
PENNSYLVANIA ANTI-TAKEOVER LAWS
The Pennsylvania Business Corporation Law of 1988 (the "PBCL") contains a
number of statutory "anti-takeover" provisions. One of the PBCL provisions
applicable to the Company prohibits, subject to certain exceptions, a "business
combination" with a shareholder or group of shareholders beneficially owning
more than 20% of the voting power of a public corporation (an "interested
shareholder") for a five-year period following the date on which the holder
became an interested shareholder. This PBCL provision may discourage open
market purchases of a corporation's stock or a non-negotiated tender or exchange
offer for such stock and, accordingly, may be considered disadvantageous by a
shareholder who would desire to participate in any such transaction.
The PBCL also provides that directors may, in discharging their duties,
consider the interests of a number of different constituencies, including
shareholders, employees, suppliers, customers, creditors and the community in
which it is located. Directors are not required to consider the interests of
shareholders to a greater degree than other constituencies' interests.
In addition to the foregoing provisions, the PBCL contains the several other
anti-takeover provisions, identified below, that would have applied to the
Company; however, the Company's board of directors has amended the Company's
articles of incorporation to opt-out of these anti-takeover provisions. These
provisions are: the "control transactions" provision, which permits
shareholders in certain change of control transactions to demand payment from a
new 20% shareholder of the fair market value of the demanding shareholders'
shares; the "control shares" provision, which limits the voting power of
shareholders acquiring more than 20%, 33.3% and/or 50% of a corporation's voting
stock; and the "disgorgement" provision, which permits a corporation to recover
profits resulting from the sale of shares by a shareholder, under certain
circumstances, after the shareholder has acquired or expressed an intent to
acquire at least 20% of the corporation's voting shares.
The Company's Bylaws may also discourage takeover attempts by (i)
prohibiting shareholders from calling a special meeting of the Company's
shareholders, (ii) requiring the unanimous consent of shareholders for action by
written consent, and (iii) prohibiting, with certain exceptions, a shareholder
nominee from being elected a director of the Company unless the name of the
nominee, and certain information relating to the nominee, is filed with the
Secretary of the Company not less than 50 days nor more than 75 days prior to
any meeting of the shareholders called for the election of directors.
LEGAL MATTERS
The validity of the issuance of the Shares offered by this Prospectus has
been passed upon for the Company by Morgan, Lewis & Bockius LLP, Philadelphia,
Pennsylvania.
EXPERTS
The financial statements and schedules of Integrated Circuit Systems, Inc.
as of June 28, 1997 and June 29, 1996, and for each of the years in the
three-year period ended June 28, 1997, have been incorporated by reference
herein and in the registration statement in reliance upon the report of KPMG
Peat Marwick, LLP independent certified public accountants, incorporated by
reference herein, and upon the authority of said firm as experts in accounting
and auditing.
11
<PAGE>
================================================================================
NO DEALER, SALESPERSON, OR OTHER INDIVIDUAL HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED, OR
INCORPORATED BY REFERENCE, IN THIS PROSPECTUS IN CONNECTION WITH THE OFFERING
COVERED BY THIS PROSPECTUS AND, IF GIVEN OR MADE, SUCH INFORMATION OR
REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY
OR THE SELLING SHAREHOLDERS. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO
SELL, OR A SOLICITATION OF AN OFFER TO BUY, ANY SECURITIES OTHER THAN THOSE
SPECIFICALLY OFFERED HEREBY IN ANY JURISDICTION TO ANY PERSONS TO WHOM IT IS
UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION IN SUCH JURISDICTION. NEITHER THE
DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY
CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THE INFORMATION HEREIN IS CORRECT AS
OF ANY TIME SUBSEQUENT TO ITS DATE.
______________
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
<S> <C>
Available Information................................................ 3
Incorporation of Certain Documents by Reference...................... 3
The Company.......................................................... 4
Forward-Looking Statements........................................... 5
Risk Factors......................................................... 5
Use of Proceeds...................................................... 9
Selling Shareholders................................................. 10
Plan of Distribution................................................. 11
Capital Stock........................................................ 11
Legal Matters........................................................ 12
Experts.............................................................. 12
</TABLE>
608,504 SHARES
INTEGRATED CIRCUIT SYSTEMS, INC.
COMMON STOCK
_________________
PROSPECTUS
_________________
FEBRUARY 27, 1998
================================================================================
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table sets forth the expenses (other than underwriting
compensation expected to be incurred) in connection with the offering described
in this Registration Statement. All of such amounts (except the SEC
Registration Fee) are estimated.
SEC Registration Fee......................................... $ 5,632
-------
Legal Fees and Expenses...................................... 30,000
-------
Accounting Fees and Expenses................................. 4,000
-------
Total........................................................ $39,632
=======
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Sections 1741 and 1742 of the PBCL provide that a business corporation may
indemnify directors and officers against liabilities they may incur as such
provided that the particular person acted in good faith and in a manner he or
she reasonably believed to be in, or not opposed to, the best interests of the
corporation, and, with respect to any criminal proceeding, had no reasonable
cause to believe his or her conduct was unlawful. In general, the power to
indemnify under these sections does not exist in the case of actions against a
director or officer by or in the right of the corporation if the person
otherwise entitled to indemnification shall have been adjudged to be liable to
the corporation unless it is judicially determined that, despite the
adjudication of liability but in view of all the circumstances of the case, the
person is fairly and reasonably entitled to indemnification for specified
expenses. The Company is required to indemnify directors and officers against
expenses they may incur in defending actions against them in such capacities if
they are successful on the merits or otherwise in the defense of such actions.
Section 1713 of the PBCL permits the shareholders to adopt a bylaw provision
relieving a director (but not an officer) of personal liability for monetary
damages except where (i) the director has breached the applicable standard of
care, and (ii) such conduct constitutes self-dealing, willful misconduct or
recklessness. The statute provides that a director may not be relieved of
liability for the payment of taxes pursuant to any federal, state or local law
or responsibility under a criminal statute. Article 23 of the Company's Bylaws
limits the liability of any director of the Company to the fullest extent
permitted by Section 1713 of the PBCL.
Section 1746 of the PBCL grants a corporation broad authority to indemnify its
directors, officers and other agents for liabilities and expenses incurred in
such capacity, except in circumstances where the act or failure to act giving
rise to the claim for indemnification is determined by a court to have
constituted willful misconduct or recklessness. Article 23 of the Company's
Bylaws provides indemnification of directors, officers and other agents of the
Company to the extent not otherwise permitted by Section 1741 of the PBCL and
pursuant to the authority of Section 1746 of the PBCL.
Article 23 of the Company's Bylaws provides that the Company shall indemnify to
the fullest extent permitted by Pennsylvania law any director or officer of the
Company, and may indemnify any other employee or agent, for expenses and any
liability paid or incurred by him or her in connection with any actual or
threatened claim, action, suit or proceeding (including derivative suits) in
which he or she may be involved by reason of being or having been a director,
officer, employee or agent of the Company or, at the request of the Company, of
another corporation, partnership, joint venture, trust, employee benefit plan or
other entity. The Bylaws specifically authorize indemnification against both
judgments and amounts paid in settlement of derivative suits, unlike Section
1742 of the PBCL which authorizes indemnification only of expenses incurred in
defending a derivative action.
Unlike the provisions of PBCL Sections 1741 and 1742, Article 23 does not
require the Company to determine the availability of indemnification by the
procedures or the standard of conduct specified in Sections 1741 and 1742 of the
PBCL. A person who has incurred an indemnifiable expense or liability has a
right to be indemnified independent of any procedures or determinations that
would otherwise be required, and that right is enforceable against the Company
as long as indemnification is not prohibited by law.
<PAGE>
Article 23 of the Company's Bylaws also authorizes the Company to further secure
or insure its indemnification obligations by creating a trust fund or escrow,
establishing any form of self-insurance, granting a security interest in its
assets or property, establishing a letter of credit, or using any other means
that may be available from time to time.
The Company maintains, on behalf of its directors and officers, insurance
protection against certain liabilities arising out of the discharge of their
duties, as well as insurance covering the Company for indemnification payments
made to its directors and officers for certain liabilities. The premiums for
such insurance are paid by the Company.
ITEM 16. EXHIBITS
The following exhibits are filed as part of this Registration Statement:
EXHIBIT
NUMBER DESCRIPTION
- ------ -----------
5 -- Opinion of Morgan, Lewis & Bockius LLP regarding legality of
securities being registered
23.1 -- Consent of Morgan, Lewis & Bockius LLP (included in its
opinion filed as Exhibit 5 hereto)
23.2 -- Consent of KPMG Peat Marwick LLP
24 -- Powers of Attorney (included as part of the signature page
hereof)
ITEM 17. UNDERTAKINGS
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933.
(ii) To reflect in the Prospectus any facts or events arising
after the effective date of the Registration Statement (or the most recent post-
effective amendment thereof) which, individually or in the aggregate, represent
a fundamental change in the information set forth in the Registration Statement.
Notwithstanding the foregoing, any increase or decrease in volume of securities
offered (if the total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high and of the
estimated maximum offering range may be reflected in the form of prospectus
filed with the Securities and Exchange Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and price represent no more than 20 percent
change in the maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective Registration Statement.
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the Registration Statement or
any material change to such information in the Registration Statement.
provided, however, that paragraphs (1) (i) and (1) (ii) do not apply if
the information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the Registration
Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, 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 of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
<PAGE>
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the Registration Statement shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act of 1933 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 of 1933 and will be governed by the final adjudication of such
issue.
<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-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the city of Norristown, Commonwealth of Pennsylvania, on February
27, 1998.
INTEGRATED CIRCUIT SYSTEMS, INC.
By:/s/ STAVRO PRODROMOU
-------------------------------------------
Stavro Prodromou
President, Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, THAT EACH PERSON WHOSE SIGNATURE
APPEARS BELOW IN SO SIGNING ALSO MAKES, CONSTITUTES AND APPOINTS STAVRO
PRODROMOU AND HOCK E. TAN, OR EITHER OF THEM, HIS TRUE AND LAWFUL ATTORNEYS-IN-
FACT AND AGENTS, WITH FULL POWER OF SUBSTITUTION AND RESUBSTITUTION, FOR HIM AND
IN HIS NAME, PLACE AND STEAD, IN ANY AND ALL CAPACITIES, TO EXECUTE AND CAUSE TO
BE FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ANY AND ALL AMENDMENTS AND
POST-EFFECTIVE AMENDMENTS TO THIS REGISTRATION STATEMENT AND A RELATED
REGISTRATION STATEMENT THAT IS TO BE EFFECTIVE UPON FILING PURSUANT TO RULE
462(B) UNDER THE SECURITIES ACT OF 1933, AND IN EACH CASE TO FILE THE SAME, WITH
ALL EXHIBITS THERETO AND OTHER DOCUMENTS IN CONNECTION THEREWITH, AND HEREBY
RATIFIES AND CONFIRMS ALL THAT SAID ATTORNEYS-IN-FACT AND AGENTS OR THEIR
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 below by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- --------- ----- ----
<S> <C> <C>
/s/ STAVRO PRODROMOU President, Chief Executive Officer February 27, 1998
- --------------------------
Stavro Prodromou and Director
(Principal Executive Officer)
/s/ HOCK E. TAN Senior Vice President, Chief Financial February 27, 1998
- --------------------------
Hock E. Tan Officer and Secretary
(Principal Financial and Accounting Officer)
/s/ HENRY I. BOREEN Chairman of the Board of Directors February 27, 1998
- --------------------------
Henry I. Boreen
/s/ EDWARD M. ESBER JR. Director February 27, 1998
- --------------------------
Edward M. Esber Jr.
/s/ RUDOLF GASSNER Director February 27, 1998
- --------------------------
Rudolf Gassner
/s/ JOHN L. PICKITT Director February 27, 1998
- --------------------------
John L. Pickitt
</TABLE>
<PAGE>
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
- ------ -----------
5 -- Opinion of Morgan, Lewis & Bockius LLP regarding
legality of securities being registered
23.1 -- Consent of Morgan, Lewis & Bockius LLP (included in
its opinion filed as Exhibit 5 hereto)
23.2 -- Consent of KPMG Peat Marwick LLP
24 -- Powers of Attorney (included as part of the signature
page hereof)
<PAGE>
EXHIBIT 5
[MORGAN, LEWIS & BOCKIUS LLP LETTERHEAD]
February 27, 1998
Integrated Circuit Systems, Inc.
2435 Boulevard of the Generals
Norristown, PA 19403
Re: Integrated Circuit Systems, Inc.
Registration Statement on Form S-3
----------------------------------
Ladies and Gentlemen:
As counsel to Integrated Circuit Systems, Inc., a Pennsylvania corporation (the
"Company"), we have assisted in the preparation of the subject Registration
Statement on Form S-3, as amended (the "Registration Statement"), to be filed
with the Securities and Exchange Commission under the Securities Act of 1933, as
amended (the "Act"), relating to the public offering of up to 608,504 shares
(the "Shares") of the Company's Common Stock, no par value, to be sold by the
individuals listed as the selling shareholders in the Registration Statement
(the "Selling Shareholders").
In rendering the opinion set forth below, we have reviewed (a) the Registration
Statement; (b) the Company's Articles of Incorporation and Bylaws; (c) certain
records of the Company's corporate proceedings as reflected in its minute books;
and (d) such records, documents, statutes and decisions as we have deemed
relevant. In our examination, we have assumed the genuineness of all
signatures, the authenticity of all documents submitted to us as originals and
the conformity with the original of all documents submitted to us as copies
thereof.
Our opinion set forth below is limited to the Pennsylvania Business Corporation
Law.
Based upon the foregoing, we are of the opinion that the Shares are validly
issued, fully paid and nonassessable.
We hereby consent to the use of this opinion as Exhibit 5 to the Registration
Statement and to the reference to our firm under the heading "Legal Matters" in
the Registration Statement. In giving such opinion, we do not thereby admit
that we are acting within the category of persons whose consent is required
under Section 7 of the Act or the rules or regulations of the Securities and
Exchange Commission thereunder.
Very truly yours,
/s/ Morgan, Lewis & Bockius LLP
<PAGE>
Exhibit 23.2
The Board of Directors
Integrated Circuit Systems, Inc.:
We consent to incorporation by reference in this registration statement on Form
S-3 of Integrated Circuit Systems, Inc. of our report dated August 4, 1997,
relating to the consolidated balance sheets of Integrated Circuit Systems, Inc.
and subsidiaries as of June 28, 1997, and June 29, 1996, and the related
consolidated statements of operations, shareholders' equity, and cash flows for
each of the years in the three-year period ended June 28, 1997, which report
appears in the June 28, 1997 annual report on Form 10-K of Integrated Circuit
Systems, Inc.
/s/ KPMG Peat Marwick LLP
Philadelphia, PA
February 27, 1998
