<PAGE>
As filed with the Securities and Exchange Commission on April 24, 1998
Registration No. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------------
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
---------------------
INTEGRATED CIRCUIT SYSTEMS, INC.
(Exact name of issuer as specified in its charter)
Pennsylvania 23-2000174
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation of organization)
2435 Boulevard of the Generals
Valley Forge, Pennsylvania 19482
(610) 630-5300
(Address of principal executive offices)
1997 EQUITY COMPENSATION PLAN
EMPLOYMENT AND COMPENSATION ARRANGEMENTS PURSUANT TO
PRIVATE STOCK OPTION AGREEMENTS
(Full title of the plan)
HOCK E. TAN
Senior Vice President and Chief Financial Officer
Integrated Circuit Systems, Inc.
2435 Boulevard of the Generals
Valley Forge, Pennsylvania 19482
(Name and address of agent for service)
(610) 630-5300
(Telephone number, including area code, of agent for service)
-----------------------
Copy to:
DAVID R. KING, ESQ.
Morgan, Lewis & Bockius LLP
2000 One Logan Square
Philadelphia, PA 19103-6993
(215) 963-5000
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Title of securities Number of Proposed maximum Proposed maximum
to be shares to be offering price aggregate Amount of
registered registered (1) per share (2) offering price (2) registration fee (3)
- ----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, no par
value 2,530,605 $17.8125 $45,076,401 $13,297.54
====================================================================================================
</TABLE>
(1) This registration statement covers shares of Common Stock of Integrated
Circuit Systems, Inc. which may be offered or sold pursuant to the Plans
named above. Pursuant to Rule 457(h)(2), no separate registration fee is
required with respect to the interests in the plan. This registration
statement also relates to an indeterminate number of shares of Common Stock
that may be issued upon stock splits, stock dividends or similar
transactions in accordance with Rule 416.
(2) Estimated pursuant to paragraphs (c) and (h) of Rule 457 solely for the
purpose of calculating the registration fee, based upon the average of the
reported high and low sales prices for a share of Common Stock of
Integrated Circuit Systems, Inc. on April 21, 1998, as reported on the
National Market of the Nasdaq Stock Market.
(3) Calculated pursuant to Section 6(b) as follows: proposed maximum aggregate
offering price multiplied by .000295.
<PAGE>
EXPLANATORY NOTES
=================
This Registration Statement on Form S-8 (this "Registration
Statement"), filed by Integrated Circuit Systems, Inc. (the "Company"), relates
to 2,530,605 shares (the "Shares") of the Company's Common Stock, no par value
(the "Common Stock"). Of the Shares, 2,000,000 shares are issuable pursuant to
the Company's 1997 Equity Compensation Plan and 530,605 shares are issuable
pursuant to employment and compensation arrangements under separate private
stock option agreements.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents, as filed by the Company with the Securities and
Exchange Commission (the "Commission") pursuant to the Securities and Exchange
Act of 1934 (the "Exchange Act") are incorporated by reference in this
Registration Statement and made a part hereof:
(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.
(e) The Company's Current Report on Form 8-K dated April 21, 1998 filed
with the Commission on April 23, 1998.
All reports and other documents subsequently filed by the Company pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing
of a post-effective amendment 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 herein and to be part hereof from the
date of filing of such documents. Any statement contained in any document, all
or a portion of which is incorporated by reference herein, shall be deemed to be
modified or superseded for purposes of this Registration Statement to the extent
that a statement contained or 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
Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. 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
II-1
<PAGE>
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.
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 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
II-2
<PAGE>
ITEM 8. EXHIBITS.
The following is a list of exhibits filed as part of this Registration
Statement.
Exhibit
Number Exhibit
- ------ -------
4.1* Integrated Circuit Systems, Inc. 1997 Equity Compensation Plan.
4.2 Form of Private Stock Option Agreement.
5.1 Opinion of Morgan, Lewis & Bockius LLP.
23.1 Consent of KPMG Peat Marwick LLP.
23.2 Consent of Morgan, Lewis & Bockius LLP (included within
Exhibit 5.1).
24 Power of Attorney (included on signature pages hereto).
___________________
* Incorporated by reference to Exhibit A to the Company's 1997 Proxy Statement
filed with the Commission on September 15, 1997.
ITEM 9. 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:
(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; and
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration statement
or any material change to such information in the registration statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) of
this section do not apply if the information required to be included in a post-
effective amendment by those paragraphs is contained in periodic reports filed
by the Company pursuant to Section 13 or Section 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 that remain unsold at the
termination of the offering.
(b) The undersigned registrant hereby undertakes that, for the purpose
of determining any liability under the Securities Act of 1933, each filing of
the Company's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in this
registration statement shall be
II-3
<PAGE>
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) 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 Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
II-4
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant 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 Norristown, Commonwealth of Pennsylvania, on April
24, 1998.
INTEGRATED CIRCUIT SYSTEMS, INC.
By: /s/ HENRY I. BOREEN
---------------------------------------------
President, Chief Executive Officer
and Chairman
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, THAT EACH PERSON WHOSE SIGNATURE
APPEARS BELOW IN SO SIGNING ALSO MAKES, CONSTITUTES AND APPOINTS HENRY I. BOREEN
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 SIGN ANY AND ALL AMENDMENTS
TO THIS REGISTRATION STATEMENT, AND TO FILE THE SAME, WITH THE SECURITIES AND
EXCHANGE COMMISSION, GRANTING UNTO SAID ATTORNEYS-IN-FACT AND AGENTS FULL POWER
AND AUTHORITY TO DO AND PERFORM EACH AND EVERY ACT AND THING REQUISITE AND
NECESSARY TO BE DONE IN AND ABOUT THE PREMISES, AS FULLY TO ALL INTENTS AND
PURPOSES AS HE MIGHT OR COULD DO IN PERSON, HEREBY RATIFYING AND CONFIRMING ALL
THAT SAID ATTORNEYS-IN-FACT AND AGENTS, OR THEIR 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 in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- --------- ----- ----
<S> <C> <C>
/s/ HENRY I. BOREEN President, Chief Executive Officer April 24, 1998
- ---------------------------------------------- and Chairman (Principal Executive Officer)
Henry I. Boreen
/s/ HOCK E. TAN Chief Financial Officer, Chief Operating April 24, 1998
- ---------------------------------------------- Officer, Senior Vice President of Finance
Hock E. Tan and Secretary (Principal Financial and
Accounting Officer)
/s/ EDWARD M. ESBER JR. Director April 24, 1998
- ----------------------------------------------
Edward M. Esber Jr.
/s/ RUDOLF GASSNER Director April 24, 1998
- ----------------------------------------------
Rudolf Gassner
/s/ JOHN L. PICKITT Director April 24, 1998
- ----------------------------------------------
John L. Pickitt
</TABLE>
S-1
<PAGE>
INTEGRATED CIRCUIT SYSTEMS, INC.
INDEX TO EXHIBITS
Exhibit
Number Description
- ------ -----------
4.1* Integrated Circuit Systems, Inc. 1997 Equity Compensation
Plan.
4.2 Form of Private Stock Option Agreement.
5.1 Opinion of Morgan, Lewis & Bockius LLP.
23.1 Consent of KPMG Peat Marwick LLP.
23.2 Consent of Morgan, Lewis & Bockius LLP (included within
Exhibit 5.1).
24 Power of Attorney (included on signature pages hereto).
___________________
* Incorporated by reference to Exhibit A to the Company's 1997 Proxy Statement
filed with the Commission on September 15, 1997.
<PAGE>
EXHIBIT 4.2
INTEGRATED CIRCUIT SYSTEMS, INC.
--------------------------------
STOCK OPTION AGREEMENT
THIS STOCK OPTION AGREEMENT (the "Agreement") is made this ____ day of
September, 1997, by and between Integrated Circuit Systems, Inc. (the "Company")
and ___________________ (the "Optionee").
WHEREAS, the Company's Stock Option Committee took action on April 2, 1997
(the "Grant Date") to grant the Optionee an option to purchase a specified
number of shares of the Company's Common Stock pursuant to the Company's 1992
Stock Option Plan as described in Exhibit A (the "Original Option");
WHEREAS, the Company has determined that there are not sufficient shares of
the Company's Common Stock reserved for issuance under the 1992 Stock Option
Plan to cover the Original Option grant;
WHEREAS, the Stock Option Committee intended the Original Option grant to
be valid, binding, and enforceable by the Optionee; and
WHEREAS, in order to permit the Company to meet its obligations under the
Original Option grant and avoid having the grant made subject to approval by
Company shareholders of requisite amendments to the 1992 Plan, the parties
desire to convert the Original option to an option (the "Option") granted
outside of the 1992 Stock Option Plan on the terms and conditions set forth in
this Agreement.
NOW, THEREFORE, in consideration of the mutual covenants and agreements
contained herein, the parties hereto agree as follows:
1. Conversion of Options
---------------------
1.1 The Original Option, and all rights of any nature relating
thereto and the grant letter under which the Original Option was granted, are
hereby and forever converted to the Option described in Paragraph 2 and subject
to the further terms and conditions of this Agreement. The Optionee agrees to
deliver to the Company the Stock Option Agreement evidencing the Original Option
grant.
1.2 The Optionee hereby knowingly and voluntarily waives all of his
rights with respect to the Original Option.
2. Grant. The Company confirms the grant as of the Grant Date of an
-----
Option to purchase up to ________ shares of the Common Stock of the Company (the
"Option Shares") at a price of $13.25 per share (the "Option Price").
3. Type of Option. This Option is not intended to be an "incentive stock
--------------
option" within the meaning of Section 422 of the Internal Revenue Code of 1986,
as amended (the "Code").
4. Term. The Option shall expire at 5:00 p.m. (local time at the
----
principal executive offices of the Company) on 04/02/02 (the "Expiration Date")
unless sooner terminated as provided herein.
5. Exercise of Option. Subject to Paragraphs 2 and 4 and in accordance
------------------
with the further terms and conditions contained in this Agreement, the Option
shall be exercisable, on a cumulative basis, in accordance with the following
schedule:
<PAGE>
Integrated Circuit Systems, Inc.
Stock Option Grant Agreement Page 2
Beginning On: Number of Shares
------------ ----------------
04/02/98
04/02/99
04/02/00
04/02/01
6. Method of Exercise and Payment.
------------------------------
6.1 This Option shall be exercisable by written notice to the
Company, pursuant to Paragraph 14, specifying the number of Option Shares to be
purchased. The notice shall also be accompanied by payment of the aggregate
Option Price of the Option Shares being purchased.
If the listing, registration, or qualification of the Option
Shares upon any securities exchange or under any federal or state law, or the
consent or approval of any governmental regulatory body is necessary as a
condition of or in connection with the purchase of such Option Shares, the
Company shall not be obligated to issue or deliver the certificates representing
the Option Shares as to which the Option has been exercised unless and until
such listing, registration, qualification, consent, or approval shall have been
effected or obtained.
6.2 To the extent permitted by the Company, payment of the Option
Price may be made: (i) in cash; (ii) by requesting that the Company withhold
from the Option Shares otherwise issuable upon exercise of the Option that
number of Option Shares having an aggregate fair market value on the date of
exercise (the difference between the Option Price and the fair market value on
the date of exercise) equal to the Option Price for all of the Option Shares as
to which the Option is being exercised; (iii) by means of a brokers' cashless
exercise procedure; or (iv) by any combination of the foregoing.
7. Rights of Shareholders. Neither an Optionee nor his other legal
----------------------
representatives or beneficiaries shall have any of the rights of a shareholder
with respect to any shares subject to any Option until such shares shall have
been issued upon the proper exercise of such Option.
8. Nontransferability of Options. No Option may be sold, transferred,
-----------------------------
pledged, assigned, or otherwise alienated or hypothecated otherwise than by will
or by the laws of descent and distribution. Except as otherwise specifically
provided herein, all Options granted to an Optionee under the Plan shall be
exercised during the lifetime of such Optionee only by such Optionee.
9. Termination of Employment or Service. Subject to the condition that
------------------------------------
no Option shall be exercisable after the expiration of the period fixed in
accordance with Paragraph 4 hereof:
9.1 In the event that Optionee ceases to be an employee of the
Company or its subsidiaries by reason of a discharge for cause or a voluntary
separation from the Company without the consent of the Company or its
subsidiaries, the Option shall terminate immediately.
9.2 In the event that the Optionee shall die while employed by the
Company or within three months after (i) termination of employment or service
due to disability or (ii) retirement on the Optionee's Retirement Date, the
Optionee shall be exercisable during its remaining term, to the extent then
exercisable or on such accelerated basis as the Company may determine, by the
Optionee's successor's interest, within one year after the Optionee's death.
<PAGE>
Integrated Circuit Systems, Inc.
Stock Option Grant Agreement Page 3
9.3 In the event that the Optionee's employment terminates for any
reason (other than as described in Paragraph 9.1 or 9.2), including due to
disability (within the meaning of Code Section 22(e)(3)) or retirement on
Optionee's Retirement Date (as hereinafter defined), the Option granted shall be
exercisable during its remaining term, to the extent then exercisable or on such
accelerated basis as the Company may determine, within a period of three months
after such termination.
9.4 For purposes of this Paragraph 9, "Retirement Date" shall mean
any date the Optionee is entitled to retire under the Company's retirement plans
and shall include normal retirement at age 65, early retirement at age 62, and
retirement at 60 after 30 years of service.
10. Rights of Employees. Nothing in the Option shall interfere with or
-------------------
limit in any way the right of the Company or any subsidiary to terminate the
Optionee's employment at any time, nor confer upon the Optionee any right to
continue in the employ of the Company or any subsidiary. The Optionee shall not
have the right to be selected as an optionee, or having been so elected, to be
selected again as an optionee. The grant of the Option shall not constitute a
part of the base salary or any other compensation of the Optionee under any
other benefit plan of the Company or any subsidiary unless expressly so provided
in such other benefit plan.
11. Adjustments. In the event of any change in the outstanding Common
-----------
Stock of the Company by reason of a stock split, stock dividend, stock
combination, or reclassification, recapitalization, or merger, or similar event,
the Company may adjust appropriately the number of shares available for or
subject to the Option and Option Price and make such other revisions to the
Option to reflect such change.
12. Tax Withholding. The Company shall have the authority, with respect
---------------
to the Option, to withhold, or to require the Optionee to remit to the Company,
prior to the issuance or delivery of any Option Shares, an amount sufficient to
satisfy federal, state and local withholding requirements on any exercise of the
Option. Notwithstanding the last sentence of Paragraph 6.2, the Company may, in
its sole discretion, permit the Optionee to elect to satisfy withholding taxes,
if any, arising in connection with the exercise of the Option by directing the
Company to retain shares of Common Stock otherwise issuable upon the exercise of
the Option. Any such election shall be irrevocable and shall be subject to such
rules as the Company may, from time to time, prescribe.
13. Change in Control. In the event of a "Change in Control", as the term
-----------------
is defined in Section 24 of the 1992 Stock Option Plan, remaining outstanding
Options shall be immediately exercisable for the total remaining number of
Option Shares and shall survive any such event.
14. Notices. Any notices to be given to the Company shall be addressed to
-------
the Company at 2435 Boulevard of the Generals, Norristown, Pennsylvania 19043,
and any notice given to the Optionee shall be addressed to the Optionee at the
address then appearing on the personnel records of the Company or the subsidiary
of the Company by which the Optionee is employed, or at such other address as
either party hereafter may designate in writing to the other. Any such notice
shall be deemed to have been duly given when deposited in the United States
mail, addressed as aforesaid, registered, or certified mail, and with proper
postage, registration, and certification fees prepaid, or transmitted by hand
delivered or overnight express.
15. Reference to 1992 Stock Option Plan. This Option is not being granted
-----------------------------------
under or pursuant to the terms of the Company's 1992 Stock Option Plan.
However, to the extent not inconsistent with the express terms hereof, it shall
be construed and administered as if it were subject to the terms and conditions
of the 1992 Stock Option Plan.
<PAGE>
Integrated Circuit Systems, Inc.
Stock Option Grant Agreement Page 4
IN WITNESS WHEREOF, the parties, intending to be legally bound hereby, have
caused this Agreement to be executed as of the date first above written.
INTEGRATED CIRCUIT SYSTEMS, INC.
By: ______________________________
Name:
Title:
OPTIONEE: ______________________ Date: ____________________________
(Signature)
<PAGE>
EXHIBIT 5.1
April 23, 1998
Integrated Circuit Systems, Inc.
2435 Boulevard of the Generals
Valley Forge, PA 19483-0968
Re: Integrated Circuit Systems, Inc. Form S-8 Registration Statement
----------------------------------------------------------------
Ladies and Gentlemen:
We have acted as counsel to Integrated Circuit Systems, Inc., a Pennsylvania
corporation (the "Company"), in connection with the registration of up to
2,530,605 shares (the "Shares") of its Common Stock, no par value (the "Common
Stock"), on a registration statement on Form S-8 (the "Registration Statement")
filed pursuant to the Securities Act of 1933, as amended (the "Act"). The
Shares will be issued pursuant to the Company's 1997 Equity Compensation Plan
(the "Plan") and pursuant to employment and compensation arrangements under
private stock option agreements (the "Private Stock Option Agreements").
We have examined the Registration Statement and such corporate records,
documents, statutes and decisions as we have deemed relevant in rendering this
opinion.
Based on the foregoing, it is our opinion that the Shares will be, when issued
in accordance with the terms of the Plan and the Private Stock Option
Agreements, validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving such consent, we do not thereby admit that we
come 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 23.1
Consent of Independent Auditors'
The Board of Directors
Integrated Circuit Systems, Inc.
We consent to the incorporation by reference in the registration statement on
Form S-8 of Integrated Circuit Systems, Inc. of our report dated August 4, 1997
relating to the consolidated balance sheets of Integrated Circuit Systems, Inc.
as of June 28, 1997 and June 29, 1996 and the related consolidated statements
of operations, shareholders equity, cash flows and related schedule 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
April 23, 1998
Philadelphia, Pennsylvania
