<PAGE>
As filed with the Securities and Exchange Commission on October 19, 1999
Registration Nos. 333-88607 - 333-88607-03
- --------------------------------------------------------------------------------
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
---------------
POST-EFFECTIVE
AMENDMENT NO. 1 TO
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------
INTEGRATED CIRCUIT SYSTEMS, INC.
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 3674-100 23-2000174
(State or Incorporation) (Primary Standard (I.R.S. Employer
Industrial Identification Number)
Classification Code
Number)
2435 Boulevard of the Generals, Norristown, Pennsylvania 19403
(610) 630-5300
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
SEE TABLE OF ADDITIONAL REGISTRANTS
Hock E. Tan
President & Chief Executive Officer
INTEGRATED CIRCUIT SYSTEMS, INC.
2435 Boulevard of the Generals
Norristown, Pennsylvania 19403
(610) 630-5300
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
---------------
With a copy to:
Robert A. Friedel, Esquire
Pepper Hamilton LLP
3000 Two Logan Square
18th and Arch Streets
Philadelphia, Pennsylvania 19103
(215) 981-4000
---------------
Approximate Date of Commencement of Proposed Sale to the Public: As soon as
practicable after this Registration Statement becomes effective.
---------------
If the securities being registered on this form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box. [_]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, 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(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [X] 33-88607 - 333-88607-3
---------------
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 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 Securities and Exchange Commission, acting
pursuant to said Section 8(a), may determine.
---------------
ADDITIONAL REGISTRANTS
<TABLE>
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- -------------------------------------------------------------------------------------------------
<CAPTION>
Address, including Zip
Primary Code, and Telephone
Exact Name of State or Other Standard IRS Number, including
Registrant Jurisdiction of Industrial Employer Area Code, of Registrants'
as Specified in Corporation or Classification Identification Principal Executive
its Charter Organization Code Number Number Offices
- -------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
ICS Technologies, Delaware 6794 51-0341792 Suite 10A
Inc. ................. 2500 West Fourth Street
Wilmington, DE 19805
(302) 656-2928
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ICST, Inc. ............ Pennsylvania 3674 23-2704328 2435 Boulevard of the
Generals
Valley Forge, PA 19482
(610) 630-5300
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MicroClock, Inc. ...... Delaware 3674 77-0340495 Corporation Trust Center
1209 Orange Street
Wilmington, DE 19801
(302) 777-0200
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- -------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 20. Indemnification of Directors and Officers.
The Company and its subsidiary ICST, Inc. are incorporated under the laws of
the Commonwealth of Pennsylvania. Sections 1741 through 1750 of Chapter 17,
Subchapter D, of the Pennsylvania Business Corporation Law of 1988, as amended
(the "BCL") contain provisions for mandatory and discretionary indemnification
of a corporation's directors, officers and other personnel, and related
matters.
Under Section 1741, subject to certain limitations, a corporation has the
power to indemnify directors and officers under certain prescribed
circumstances against expenses (including attorneys' fees), judgments, fines
and amounts paid in settlement actually and reasonably incurred in connection
with an action or proceeding, whether civil, criminal, administrative or
investigative, to which any of them is a party by reason of his being a
representative, director or officer of the corporation or serving at the
request of the corporation as a representative of another corporation,
partnership, joint venture, trust or other enterprise, if he acted in good
faith and in a manner he 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 conduct was unlawful. Under Section
1743, indemnification of expenses actually and reasonably incurred is mandatory
to the extent that the officer or director has been successful on the merits or
otherwise in defense of any action or proceeding.
Section 1742 provides for indemnification in derivative actions except in
respect of any claim, issue or matter as to which the person has been adjudged
to be liable to the corporation unless and only to the extent that the proper
court determines upon application that, despite the adjudication of liability
but in view of all the circumstances of the case, the person is fairly and
reasonably entitled to indemnity for the expenses that the court deems proper.
Section 1744 provides that, unless ordered by a court, any indemnification
under Section 1741 or 1742 shall be made by the corporation only as authorized
in the specific case upon a determination that the representative met the
applicable standard of conduct, and such determination will be made by the
board of directors (i) by a majority vote of a quorum of directors not parties
to the action or proceeding; (ii) if a quorum is not obtainable, or if
obtainable and a majority vote of a quorum of disinterested directors so
directs, by independent legal counsel; or (iii) by the shareholders.
Section 1745 provides that expenses incurred by an officer, director,
employee or agent in defending a civil or criminal action or proceeding may be
paid by the corporation in advance of the final disposition of such action or
proceeding upon receipt of an undertaking by or on behalf of such person to
repay such amount if it shall ultimately be determined that he or she is not
entitled to be indemnified by the corporation.
Section 1746 provides generally that, except in any case 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, the
indemnification and advancement of expenses provided by Subchapter 17D of the
BCL shall not be deemed exclusive of any other rights to which a person seeking
indemnification or advancement of expenses may be entitled under any bylaw,
agreement, vote of shareholders of disinterested directors or otherwise, both
as to action in his or her official capacity and as to action in another
capacity while holding that office.
Section 1747 also grants to a corporation the power to purchase and maintain
insurance on behalf of any director or officer against any liability incurred
by him or her in his or her capacity as officer or director, whether or not the
corporation would have the power to indemnify him or her against the liability
under Subchapter 17D of the BCL.
Section 1748 and 1749 extend the indemnification and advancement of expenses
provisions contained in Subchapter 17D of the BCL to successor corporations in
fundamental changes and to representatives serving as fiduciaries of employee
benefit plans.
II-1
<PAGE>
Section 1750 provides that the indemnification and advancement of expenses
provided by, or granted pursuant to, Subchapter 17D of the BCL, shall, unless
otherwise provided when authorized or ratified, continue as to a person who
has ceased to be a director, officer, employee or agent and shall inure to the
benefit of the heirs and personal representative of such person.
For information regarding provisions under which a director or officer of
the Company may be insured or indemnified in any manner against any liability
which he or she may incur in his or her capacity as such, reference is made to
Article 23 of the Company's Bylaws, which provides in general that the Company
shall indemnify its officers and directors to the fullest extent permitted by
Pennsylvania law. Article 23 further provides that no director of the Company
shall be personally liable, as such, for monetary damages for any action taken
unless the director has breached or failed to perform the duties of his or her
office, and the breach or failure to perform constitutes self-dealing, wilful
misconduct or recklessness, except with respect to the responsibility or
liability of a director pursuant to any criminal statute, or to the liability
of a director for the payment of taxes.
It is the policy of the Company that indemnification of, and advancement of
expenses to, directors and officers of the Company shall be made to the
fullest extent permitted by law.
The Company shall pay expenses incurred by an officer or director, and may
pay expenses incurred by any other employee or agent, in defending a
proceeding, in advance of the final disposition of such action or proceeding.
The Company has the authority to create a fund of any nature, which may,
but need not be, under the control of a trustee, or otherwise secure or insure
in any manner, its indemnification obligations, whether arising under the
Company's Bylaws or otherwise.
The Company has the authority to enter into a separate indemnification
agreement with any officer, director, employee or agent of the Company or any
subsidiary providing for such indemnification of such person as the Board of
Directors shall determine up to the fullest extent permitted by law.
The Company has the power to purchase and maintain insurance on behalf of
any person who is or was a director, officer, employee or agent of the
Company, whether or not the Company would have the power to indemnify him
against such liability under the provisions of the Bylaws or under any
provision of the BCL or other applicable law.
The Company currently provides insurance coverage to its directors and
officers for up to $[20] million.
In connection with the recapitalization, Bain Capital Fund VI, L.P. and
Bear Stearns Merchant Fund Corp., equity investors in the Company after the
recapitalization, have agreed to severally and not jointly, indemnify and hold
harmless Rudolf S. Gassner, John L. Pickitt and Edward M. Esber, Jr.,
directors of the Company who will not continue to be directors after the
recapitalization, and their respective heirs, personal representatives and
administrators, from and against any and all liabilities that any of them may
incur solely to the extent incurred directly as a result of their approval of
(i) the Confidential Information Memorandum ("Memorandum") dated February 1999
relating to proposed $145 million credit facilities ("Facilities"), (ii) a
letter from the Company to Credit Suisse First Boston relating to the
Memorandum, a copy of which is included in the Memorandum, (iii) the Rule 144A
Offering Circular of the Company relating to an offering of $100,000,000 of
Senior Subordinated Notes Due 2009 ("Notes"), (iv) the incurrence of any
indebtedness under the Facilities or the Notes, and (v) the engagement of
Murray, Devine & Co., Inc. to provide a solvency opinion in connection with
the recapitalization.
For information regarding provisions under which a director or officer of
ICST, Inc. may be insured or indemnified in any manner against any liability
which he or she may incur in his or her capacity as such, reference is made to
Article 23 of ICST's bylaws, which provides in general that ICST shall
indemnify its officers and directors to the fullest extent permitted by
Pennsylvania law.
II-2
<PAGE>
The Company's subsidiaries, ICS Technologies, Inc. and MicroClock, Inc., are
incorporated under the laws of the State of Delaware. Section 145 of the
General Corporation Law of the State of Delaware, inter alia ("Section 145")
provides that a Delaware corporation may indemnify any persons who were, are or
are threatened to be made, parties to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of such corporation), by
reason of the fact that such person is or was an officer, director, employee or
agent of such corporation, or is or was serving at the request of such
corporation as a director, officer, employee or agent of another corporation or
enterprise. The indemnity may include expenses, such as attorneys' fees,
judgments, fines and amounts paid in settlement actually and reasonably
incurred by such person in connection with such action, suit or proceeding,
provided such person acted in good faith and in a manner he or she reasonably
believed to be or not opposed to the corporation's best interests and, with
respect to any criminal action or proceeding, had no reasonable cause to
believe that his or her conduct was illegal. A Delaware corporation may
indemnify any persons who are, were or are threatened to be made, party to any
threatened, pending or completed action or suit by or in the right of the
corporation by reasons of the fact that such person was a director, officer,
employee or agent of such corporation, or is or was serving at the request of
such corporation as a director, officer, employee or agent of another
corporation or enterprise. The indemnify may include expenses, including
attorneys' fees, actually and reasonably incurred by such person in connection
with the defense or settlement of such action or suit, provided such person
acted in good faith and in a manner he or she reasonably believed to be in or
not opposed to the corporation's best interests, provided that no
indemnification is permitted without judicial approval if the officer,
director, employee or agent is adjudged to be liable to the corporation. Where
an officer, director, employee or agent is successful on the merits or
otherwise in the defense of any action referred to above, the corporation must
indemnify him or her against the expenses which such officer or director has
actually and reasonably incurred.
Section 145 further authorizes a corporation to purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee
or agent of the corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of another corporation or
enterprise, against any liability asserted against him and incurred by him or
her in any such capacity, arising out of his or her status as such, whether or
not the corporation would otherwise have the power to indemnify him or her
under Section145.
For information regarding provisions under which a director or officer of
ICS Technologies, Inc. may be insured or indemnified in any manner against any
liability which he or she may incur in his or her capacity as such, reference
is made to Article VI of ICS Technologies' bylaws, which provides in general
that ICS Technologies shall indemnify its officers and directors to the fullest
extent permitted by and under Section 145.
For information regarding provisions under which a director or officer of
MicroClock, Inc. may be insured or indemnified in any manner against any
liability which he or she may incur in his or her capacity as such, reference
is made to Article VII of MicroClock's bylaws, which provides in general that
MicroClock shall indemnify its officers and directors and authorized
representatives who was or is a party, or is threatened to be made a party to
any third party proceeding or any corporate proceeding by reason of the fact
that such person is or was an authorized representative of the MicroClock
against expenses, judgments, fines and amounts paid in settlement actually and
reasonably incurred bu such person in connection with such proceeding if such
person acted in good faith and in a manner such person reasonably believed to
be in the best interests of MicroClock.
Item 21. Exhibits and Financial Statement Schedules.
<TABLE>
<CAPTION>
Exhibit Description
------- -----------
<C> <S>
*3.1 Amended and Restated Articles of Incorporation of the Company dated
May 12, 1999.
*3.2 Amended and Restated By-laws of the Company.
*3.3 Amended and Restated Articles of Incorporation of ICST, Inc.
</TABLE>
II-3
<PAGE>
<TABLE>
<CAPTION>
Exhibit Description
------- -----------
<C> <S>
*3.4 By-laws of ICST, Inc.
*3.5 Certificate of Incorporation of ICS Technologies, Inc.
*3.6 By-laws of ICS Technologies, Inc.
*3.7 Restated Certificate of Incorporation of MicroClock, Inc.
*3.8 By-laws of MicroClock, Inc.
*4.1 Indenture, dated as of May 11, 1999, between the Company and Chase
Manhattan Trust Company, National Association, as Trustee with respect
to the 11 1/2% Senior Subordinated Notes due 2009 (including the form
of 11 1/2% Senior Subordinated Notes).
*5.1 Opinion of Pepper Hamilton LLP.
*10.1 Purchase Agreement, dated as of May 5, 1999, among the Company, Bear
Stearns & Co. Inc. and Credit Suisse First Boston Corporation.
*10.2 Registration Rights Agreement, dated as of May 11, 1999, among the
Company, each of the three Guarantor Subsidiaries, Bear, Stearns &
Co., Inc. and Credit Suisse First Boston Corporation.
*10.3 Consulting Agreement, dated as of May 11, 1999, between the Company
and Henry I. Boreen.
*10.4 Integrated Circuit Systems, Inc. 1999 Stock Option Plan.
*10.5 Credit Agreement, dated as of May 11, 1999, among the Company, Credit
Suisse First Boston as Administrative Agent, Sole Lead Arranger and
Collateral Agent, and the various lending institutions party thereto.
*10.6 Lease, dated as of January 29, 1999 between BET Investments IV and the
Company.
*10.7 Agreement and Plan of Merger as of January 20, 1999, between the
Company and ICS Merger Corp. (the "Recapitalization Agreement").
*10.8 Amendment No.1 to the Recapitalization Agreement, dated as of February
16, 1999.
*10.9 Executive Stock and Option Agreement, dated as of May 11, 1999,
between the Company and Hock E. Tan (an identical Executive Stock and
Option Agreement, except as to the grantee and the number of options
granted, was entered into with Lewis C. Eggebrecht (135,000 of Class A
Common, 15,000 of Class L Common)).
*10.10 Deferred Compensation Agreement, dated as of May 11, 1999, between the
Company and Hock E. Tan (an identical Deferred Compensation Agreement,
except as to the beneficiary and the benefit amount, was entered into
with Lewis C. Eggebrecht ($59,940)).
*10.11 Stockholders Agreement, dated as of May 11, 1999, among the Company,
Bain Capital Fund VI, L.P., BCIP Associates II, BCIP Trust Associates
II, BCIP Associates II-B, BCIP Trust Associates II-B, BCIP Associates
II-C, PEP Investments PTY Ltd., Randolph Street Partners II, Randolph
Street Partners 1998 DIF, L.L.C., ICST Acquisition Corp. and
Integrated Circuit Systems Equity Investors, L.L.C.
*10.12 Employee Agreement, dated August 1, 1994, between the Company and Hock
E. Tan.
*10.13 Consultant Stock Agreement, dated as of May 11, 1999, between the
Company and Henry I. Boreen.
*10.14 Registration Agreement, dated as of May 11, 1999, among the Company,
Bain Capital Fund VI, L.P., BCIP Trust Associates II, BCIP Trust
Associates II-B, BCIP Associates II, BCIP Associates II-B, BCIP
Associates II-C, PEP Investments PTY Ltd., Randolph Street Partners
II, Randolph Street Partners 1998 DIF, L.L.C., ICST Acquisition Corp.,
Hock E. Tan, Lewis C. Eggebrecht and Integrated Circuit Systems Equity
Investors, L.L.C.
</TABLE>
II-4
<PAGE>
<TABLE>
<CAPTION>
Exhibit Description
------- -----------
<C> <S>
*10.15 Executive Stock Purchase Agreement, dated as of May 11, 1999, between
the Company and Hock E. Tan.
*10.16 Promissory Note, dated as of May 11, 1999, executed by Hock E. Tan.
*10.17 Pledge Agreement, dated as of May 11, 1999, between the Company and
Hock E. Tan.
*10.18 Voting Agreement, dated as of May 11, 1999, among the Company, Bain
Capital Fund VI, L.P., BCIP Associates II, BCIP Trust Associates II,
BCIP Associates II-B, BCIP Trust Associates II-B, BCIP Associates II-
C, PEP Investments PTY Ltd., Randolph Street Partners II, Randolph
Street Partners 1998 DIF, L.L.C., ICST Acquisition Corp., Henry I.
Boreen, Christopher J. Bland and Barry E. Olsen.
*10.19 Employment Agreement, dated as of May 11, 1999, between the Company
and Hock E. Tan.
*10.20 Non-Compete Agreement, dated as of May 11, 1999, between the Company
and Hock E. Tan.
*10.21 Advisory Agreement, dated as of May 11, 1999, between the Company and
Bain Capital Partners VI, L.P.
*10.22 Advisory Agreement, dated as of May 11, 1999, between the Company and
ICST Acquisition Corp.
**10.23 Lease Agreement, dated June 13, 1988, between VLSI Design Associates
and The Sobrato Group (Exhibit 10.27 to the Registrant's registration
statement, No. 33-54142, on Form S-4, filed November 3, 1992).
**10.24 Lease between Turtle Beach Systems, Inc. and Winship Land Associates
III, dated May 28, 1993 (Exhibit 10.27 to the Registrant's 1993 Annual
Report on Form 10-K [the "1993 Form 10-K"]).
**10.25 First Amendment to lease, dated as of May 13, 1993, between the
registrant and The Sobrato Group (Exhibit 10.28 to the 1993 Form 10-
K).
**10.26 Wafer purchase contract, dated as of October 12, 1994, between the
Company and American Microsystems, Inc. (Exhibit 10 to the
Registrant's Form 10-Q for the quarter ended September 30, 1994).
**10.27 Agreement, dated as of November 21, 1994, between the Company and
Edward H. Arnold (Exhibit 10.1 to the Registrant's Form 10-Q for the
quarter ended December 31, 1994).
**10.28 Wafer purchase contract, dated as of November 8, 1995, between the
Company and Chartered Semiconductor Manufacturing Pte. Ltd. (Exhibits
10(a) and 10(b) to the Registrant's Form
10-Q for the quarter ended December 30, 1995).
*12.1 Statement Regarding Computation of Ratio of Earnings to Fixed Charges.
*16.1 Letter from KPMG LLP re: Change in Certifying Accountant.
21.1 Subsidiaries of the Company.
*23.1 Consent of KPMG LLP.
*23.2 Consent of Pepper Hamilton LLP (included in Exhibit 5.1).
24.1 Powers of Attorney (included in Part II of the Registration
Statement).
*25.1 Statement of Eligibility of Trustee on Form T-1.
*27.1 Financial Data Schedule (Fiscal Year 1999).
*99.1 Form of Letter of Transmittal.
*99.2 Form of Notice of Guaranteed Delivery.
*99.3 Form of Exchange Agreement between the Company and Chase Manhattan
Trust Company, National Association, as Trustee.
</TABLE>
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*Previously filed.
**Incorporated by reference.
II-5
<PAGE>
All schedules for which provision is made in the applicable accounting
regulations of the Securities and Exchange Commission are not required under
the related instructions, are inapplicable or not material, or the information
called for thereby is otherwise included in the financial statements and
therefore has been omitted.
Item 22. 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:
(a) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(b) 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;
(c) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act 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 the 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.
(4) The undersigned registrant hereby undertakes as follows: that prior
to any public reoffering of the securities registered hereunder through use
of a prospectus which is a part of this registration statement, by any
person or party who is deemed to be an underwriter within the meaning of
Rule 145(c), the issuers undertake that such reoffering prospectus will
contain the information called for by the applicable registration form with
respect to reofferings by persons who may be deemed underwriters, in
addition to the information called for by the other Items of the applicable
form.
(5) The registrant undertakes that every prospectus (a) that is filed
pursuant to paragraph (1) immediately preceding, or (b) that purports to
meet the requirements of Section 10(a)(3) of the Act and is used in
connection with an offering of securities subject to Rule 415, will be
filed as a part of an amendment to the registration statement and will not
be used until such amendment is effective, and that, for purposes 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.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 (the "Securities Act") may be permitted to directors, officers
and controlling persons of the registrant pursuant to the provisions
described under Item 20 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
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 them is against
public policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.
II-6
<PAGE>
(6) For purposes of determining any liability under the Securities Act
of 1933, the information omitted from the form of prospectus filed as part
of this registration statement in reliance upon Rule 430A and contained in
a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or
(4) or 497(h) under the Securities Act shall be deemed to be part of this
registration statement as of the time it was declared effective.
(7) For the purpose of determining any liability under the Securities
Act of 1933, each post-effective amendment that contains a form of
prospectus 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.
(8) The undersigned registrant hereby undertakes to respond to requests
for information that is incorporated by reference into the prospectus
pursuant to Item 4, 10(b), 11, or 13 of this form, within one business day
of receipt of such request, and to send the incorporated documents by first
Class mail or other equally prompt means. This includes information
contained in documents filed subsequent to the effective date of the
registration statement through the date of responding to the request.
(9) The undersigned registrant hereby undertakes to supply by means of a
post-effective amendment all information concerning a transaction, and the
company being acquired involved therein, that was not the subject of and
included in the registration statement when it became effective.
II-7
<PAGE>
SCHEDULE II
INTEGRATED CIRCUIT SYSTEMS, INC.
VALUATION AND QUALIFYING ACCOUNTS
Years ended July 3, 1999, June 27, 1998 and June 28, 1997
(in thousands)
<TABLE>
<CAPTION>
Balance at Additions Charged
Beginning of to Costs and Balance at
Description Period Expenses Deductions End of Period
- ------------------------ ------------ ----------------- ---------- -------------
<S> <C> <C> <C> <C>
Year ended July 3, 1999:
Valuation reserves:
Doubtful Accounts..... $ 627 $ 430 $ 116 $ 941
Returns and
Allowances........... 1,166 43 -- 1,209
Inventory............. 3,360 2,380 600 5,140
Deferred tax
valuation............ 3,145 -- 428 2,717
Year ended June 27,
1998:
Valuation reserves:
Doubtful Accounts..... $ 212 $ 543 $ 128 $ 627
Returns and
Allowances........... 231 935 -- 1,166
Inventory............. 2,373 2,687 1,700(1) 3,360
Deferred tax
valuation............ 3,090 55 -- 3,145
Year ended June 28,
1997:
Valuation reserves:
Doubtful Accounts..... $ 230 $ 172 $ 190 $ 212
Returns and
Allowances........... 1,849 -- 1,618(1) 231
Inventory............. 2,001 372 -- 2,373
Deferred tax
valuation............ 911 2,179 -- 3,090
</TABLE>
- --------
(1) Reflects the de-consolidation of Turtle Beach.
II-8
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
Integrated Circuit Systems, Inc. has duly caused this Post Effective Amendment
No. 1 to Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in City of Norristown, Commonwealth of Pennsylvania,
on the 19th day of October, 1999.
Integrated Circuit Systems, Inc.
/s/ Hock E. Tan
By: _________________________________
Name: Hock E. Tan
Title: President and Chief
Executive Officer
* * *
Pursuant to the requirements of the Securities Act of 1933, as amended, this
Post Effective Amendment No. 1 to Registration Statement has been signed below
by the following persons in the capacities indicated on the 19th day of
October, 1999.
<TABLE>
<CAPTION>
Signature Capacity
--------- --------
<S> <C>
/s/ Hock E. Tan (Principal Executive Officer) President,
______________________________________ Chief Executive Officer and Director
Hock E. Tan
/s/ Justine F. Lien (Principal Financial Officer and
______________________________________ Principal Accounting Officer) Chief
Justine F. Lien Financial Officer
* Director
______________________________________
Henry I. Boreen
* Director
______________________________________
David Dominik
* Director
______________________________________
Michael A. Krupka
* Director
______________________________________
Prescott Ashe
* Director
______________________________________
John Howard
</TABLE>
/s/ Hock E. Tan
*By: _______________________
Hock E. Tan Attorney in Fact
II-9
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, ICS
Technologies, Inc. has duly caused this Post Effective Amendment No. 1 to
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in City of Norristown, Commonwealth of Pennsylvania, on the
19th day of October, 1999.
ICS Technologies, Inc.
/s/ Hock E. Tan
By: _________________________________
Name: Hock E. Tan
Title: President and Chief
Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Hock E. Tan his or her true and lawful
attorneys-in-fact and agent, with full power of substitution and
resubstitution, for him or her and in his or her name, place and stead, in any
and all capacities, to sign any or all amendments (including post-effective
amendments) to this registration statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, 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 or she might or could do
in person, hereby ratifying and confirming all that said attorneys-in-fact and
agents or any of them, or their, his or her substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
* * *
Pursuant to the requirements of the Securities Act of 1933, as amended, this
Post Effective Amendment No. 1 to Registration Statement has been signed below
by the following persons in the capacities indicated on the 19th day of
October, 1999.
<TABLE>
<CAPTION>
Signature Capacity
--------- --------
<S> <C>
/s/ Hock E. Tan (Principal Executive Officer) President,
______________________________________ Chief Executive Officer and Director
Hock E. Tan
/s/ Justine F. Lien (Principal Financial Officer and
______________________________________ Principal Accounting Officer) Chief
Justine F. Lien Financial Officer
/s/ Henry I. Boreen Director
______________________________________
Henry I. Boreen
/s/ David Dominik Director
______________________________________
David Dominik
/s/ Michael A. Krupka Director
______________________________________
Michael A. Krupka
/s/ Prescott Ashe Director
______________________________________
Prescott Ashe
/s/ John Howard Director
______________________________________
John Howard
</TABLE>
II-10
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
ICST, Inc. has duly caused this Post Effective Amendment No. 1 to Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in City of Norristown, Commonwealth of Pennsylvania, on the 19th
day of October, 1999.
ICST, Inc.
/s/ Hock E. Tan
By: _________________________________
Name: Hock E. Tan
Title: President and Chief
Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Hock E. Tan his or her true and lawful
attorneys-in-fact and agent, with full power of substitution and
resubstitution, for him or her and in his or her name, place and stead, in any
and all capacities, to sign any or all amendments (including post-effective
amendments) to this registration statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, 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 or she might or could do
in person, hereby ratifying and confirming all that said attorneys-in-fact and
agents or any of them, or their, his or her substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
* * *
Pursuant to the requirements of the Securities Act of 1933, as amended, this
Post Effective Amendment No. 1 to Registration Statement has been signed below
by the following persons in the capacities indicated on the 19th day of
October, 1999.
<TABLE>
<CAPTION>
Signature Capacity
--------- --------
<S> <C>
/s/ Hock E. Tan (Principal Executive Officer) President,
______________________________________ Chief Executive Officer and Director
Hock E. Tan
/s/ Justine F. Lien (Principal Financial Officer and
______________________________________ Principal Accounting Officer) Chief
Justine F. Lien Financial Officer
/s/ Henry I. Boreen Director
______________________________________
Henry I. Boreen
/s/ David Dominik Director
______________________________________
David Dominik
/s/ Michael A. Krupka Director
______________________________________
Michael A. Krupka
/s/ Prescott Ashe Director
______________________________________
Prescott Ashe
/s/ John Howard Director
______________________________________
John Howard
</TABLE>
II-11
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
Microclock, Inc. has duly caused this Post Effective Amendment No. 1 to
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in City of Norristown, Commonwealth of Pennsylvania, on the
19th day of October, 1999.
Microclock, Inc.
/s/ Hock E. Tan
By: _________________________________
Name: Hock E. Tan
Title: President and Chief
Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Hock E. Tan his or her true and lawful
attorneys-in-fact and agent, with full power of substitution and
resubstitution, for him or her and in his or her name, place and stead, in any
and all capacities, to sign any or all amendments (including post-effective
amendments) to this registration statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, 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 or she might or could do
in person, hereby ratifying and confirming all that said attorneys-in-fact and
agents or any of them, or their, his or her substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
* * *
Pursuant to the requirements of the Securities Act of 1933, as amended, this
Post Effective Amendment No. 1 to Registration Statement has been signed below
by the following persons in the capacities indicated on the 19th day of
October, 1999.
<TABLE>
<CAPTION>
Signature Capacity
--------- --------
<S> <C>
/s/ Hock E. Tan (Principal Executive Officer) President,
______________________________________ Chief Executive Officer and Director
Hock E. Tan
/s/ Justine F. Lien (Principal Financial Officer and
______________________________________ Principal Accounting Officer) Chief
Justine F. Lien Financial Officer
/s/ Henry I. Boreen Director
______________________________________
Henry I. Boreen
/s/ David Dominik Director
______________________________________
David Dominik
/s/ Michael A. Krupka Director
______________________________________
Michael A. Krupka
/s/ Prescott Ashe Director
______________________________________
Prescott Ashe
/s/ John Howard Director
______________________________________
John Howard
</TABLE>
II-12
<PAGE>
EXHIBIT TABLE
<TABLE>
<CAPTION>
Exhibit Description
------- -----------
<C> <S>
21.1 Subsidiaries of the Company.
24.1 Powers of Attorney (included in Part II of the Registration
Statement).
</TABLE>
II-13
<PAGE>
EXHIBIT 21
----------
SUBSIDIARIES OF REGISTRANT
NAME OF SUBSIDIARY STATE OR OTHER OTHER NAMES UNDER
JURISDICTION OF WHICH SUBSIDIARY
CORPORATION OR DOES BUSINESS
ORGANIZATION
- --------------------------------------------------------------------------------
ICS Technologies, Inc. Delaware N/a
ICST, Inc. Pennsylvania N/a
MicroClock, Inc. Delaware N/a
Integrated Circuit Systems PTE Ltd. Singapore N/a
