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As filed with the Securities and Exchange Commission on June 29, 2000
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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 registrant as specified in its charter)
Pennsylvania 23-2000174
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
2435 Boulevard of the Generals
Norristown, PA 19403-3661
(Address of Principal Executive Offices) (Zip Code)
INTEGRATED CIRCUIT SYSTEMS, INC. 2000 LONG-TERM EQUITY INCENTIVE PLAN
INTEGRATED CIRCUIT SYSTEMS, INC. 2000 EMPLOYEE STOCK PURCHASE PLAN
(Full Title of the Plan)
Hock E. Tan
President and Chief Executive Officer
Integrated Circuit Systems, Inc.
2435 Boulevard of the Generals
Norristown, PA 19403-3661
(Name and Address of Agent for Service)
(610) 630-5300
(Telephone Number, including Area Code of Agent for Service)
_________________
Copy to:
Lance C. Balk, Esq.
Kirkland & Ellis
153 East 53rd Street
New York, NY 10022-4675
(212) 446-4800
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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Title of Proposed Maximum Proposed Maximum
Securities Amount to be Offering Price Aggregate Amount of
to be Registered Registered per Share/(2)/ Offering Price/(3)/ Registration Fee
---------------- ------------ ---------------- ----------------- -----------------
<S> <C> <C> <C> <C>
Common Stock, par 7,000,000/(1)/ $14.25 $99,750,000 $26,334
value $0.01 per
share
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</TABLE>
(1) Shares reserved for issuance under the Integrated Circuit Systems, Inc. 2000
Long-Term Equity Incentive Plan and the Integrated Circuit Systems, Inc.
2000 Employee Stock Purchase Plan.
(2) Calculated pursuant to Rule 457(h) based on the average of the high and low
prices of the shares reported on the Nasdaq National Market on June 27,
2000.
(3) Estimated solely for purposes of calculating the registration fee.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Information required by Part I to be contained in the Section 10(a) prospectus
is omitted from this Registration Statement in accordance with Rule 428 under
the Securities Act of 1933, as amended (the "Securities Act") and the Note to
Part I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference.
The following documents filed by Integrated Circuit Systems, Inc., a
Pennsylvania corporation, (the "Corporation") with the Securities and Exchange
Commission (the "Commission") are incorporated herein by reference except to the
extent any statement or information therein is modified, superseded or replaced
by a statement or information contained in this document or in any other
subsequently filed document incorporated herein by reference:
(a) The Corporation's Prospectus filed pursuant to Rule 424(b)(3) on May 24,
2000 (File No. 333-33318).
(b) The Corporation's Quarterly Reports on Form 10-Q for the quarterly periods
ended October 2, 1999, January 1, 2000 and April 1, 2000.
(c) The description of the Corporation's common stock, par value $0.01 per
share (the "Common Stock") contained in Item 1 of the Corporation's Registration
Statement on Form 8-A filed with the Commission pursuant to Section 12 of the
Exchange Act of 1934, as amended (the "Exchange Act"), on March 27, 1999.
(d) All reports and other documents subsequently filed by the Registrant
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to
the filing of a post-effective amendment which indicates that all securities
offered hereby have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference herein and to be a part
hereof from the date of the filing of such reports and documents.
Any statement contained in a document incorporated or deemed to be
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 herein or in any other subsequently filed document which also is
incorporated or deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such 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.
The validity of the common stock offered hereby will be passed upon for the
Corporation by Pepper Hamilton LLP.
Item 6. Indemnification of Directors and Officers.
The Corporation is 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
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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.
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
Corporation 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 the Corporation's Bylaws, which provides in general that the
Corporation shall indemnify its officers and directors to the fullest extent
permitted by Pennsylvania law.
It is the policy of the Corporation that indemnification of, and advancement
of expenses to, directors and officers of the Corporation shall be made to the
fullest extent permitted by law. The Corporation 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.
2
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The Corporation 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
Corporation, whether or not the Corporation 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 Corporation currently provides insurance coverage to its directors and
officers for up to $20 million.
The Corporation also has Indemnification Agreements with its officers and
directors. The Indemnification Agreements require that the Corporation advance
to any covered officer or director the expenses to investigate, defend, settle
or appeal any proceeding. The Indemnification Agreements also require the
Corporation to maintain directors' and officers' liability insurance to cover
actions of the officers and directors who are parties to the Indemnification
Agreement. Whether a claim against an officer or director should be indemnified
by the Corporation can be decided, at the option of the officer or director, by
an attorney or law firm which has no conflict of interest in the matter, or by
the disinterested members of the Board of Directors. If the determination is
made that the officer or director is not entitled to indemnification, the
officer or director has the right to apply to the judicial system for a
determination that he is entitled to indemnification. In the event of a change
of control of the Corporation, an attorney or law firm which has no conflict of
interest in the matter shall issue an opinion as to the right to indemnification
of the officer or director. Alternatively, upon a change in control the officer
or director may submit the question of indemnification to a panel of
arbitrators.
The Indemnification Agreements also prohibit a cause of action from being
asserted against an officer or director who is a party to the agreement by the
Corporation or a stockholder on behalf of the Corporation more than one year
after the conduct of the officer or director that would give rise to liability.
The Corporation shall not be required to indemnify an officer or director who
settles a proceeding without the written consent of the Corporation.
Indemnification of officers and directors from liability under the Securities
Act of 1933 is unenforceable.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
*4.1 Amended and Restated Articles of Incorporation of the Corporation.
*4.2 Amended and Restated By-Laws of the Corporation.
*4.3 Form of certificate representing shares of common stock.
4.4 2000 Long-Term Equity Incentive Plan, as corrected.
4.5 2000 Employee Stock Purchase Plan, as corrected.
5.1 Opinion of Pepper Hamilton LLP with respect to the legality of the
shares of the common stock being registered hereby.
23.1 Consent of KPMG LLP.
23.2 Consent of Pepper Hamilton LLP (included in opinion filed as Exhibit
5.1).
24.1 Powers of Attorney (included on signature page).
________________
*Incorporated by reference to the Registration Statement of the Corporation on
Form S-1 (File No. 333-33318) filed on May 22, 2000.
3
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Item 9. Undertakings.
(a) The undersigned Corporation 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 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 this
Registration Statement or any material change to such information in this
Registration Statement; (2) that, for the purpose of determining any liability
under the Securities Act, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof; and (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.
(b) The undersigned Corporation hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Corporation's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the Registration Statement shall be deemed to be a
new registration statement relating to the securities offered herein, 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 may be permitted to directors, officers and controlling persons of the
Corporation pursuant to the foregoing provisions, or otherwise, the Corporation
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Corporation of expenses incurred or
paid by a director, officer or controlling person of the Corporation 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 Corporation 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 and will be governed by
the final adjudication of such issue.
4
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SIGNATURES
Pursuant to the requirements of the Securities Act, the Corporation certifies
that it has reasonable grounds to believe that it meets all of the requirements
for filing on Form S-8 and has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Norristown, Commonwealth of Pennsylvania, on June 29, 2000.
INTEGRATED CIRCUIT SYSTEMS, INC.
By: /s/ Justine F. Lien
----------------------------
Justine F. Lien
Chief Financial Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints Hock E. Tan and Justine F. Lien, and each 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 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 an 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 might or could do in person, hereby ratifying and
confirming all that said attorneys-in- fact and agents or any of them, or their
or his substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
* * * * *
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and as of
the date indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
----------------------------------------- ------------------------------------- ------------
<S> <C> <C>
/s/ Hock E. Tan (Principal Executive Officer) June 29, 2000
----------------------------------------- President, Chief Executive Officer &
Hock E. Tan Director
/s/ Justine F. Lien (Principal Financial Officer & June 29, 2000
----------------------------------------- Principal Accounting Officer)
Justine F. Lien Chief Financial Officer
/s/ Henry I. Boreen Director June 29, 2000
-----------------------------------------
Henry I. Boreen
/s/ David Dominik Director June 29, 2000
-----------------------------------------
David Dominik
/s/ Michael A. Krupka Director June 29, 2000
-----------------------------------------
Michael A. Krupka
/s/ Prescott Ashe Director June 29, 2000
-----------------------------------------
Prescott Ashe
/s/ John D. Howard Director June 29, 2000
-----------------------------------------
John D. Howard
</TABLE>
5
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EXHIBIT INDEX
EXHIBIT
NO. DESCRIPTION OF DOCUMENT
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4.4 2000 Long-Term Equity Incentive Plan, as corrected.
4.5 2000 Employee Stock Purchase Plan, as corrected.
5.1 Opinion of Pepper Hamilton LLP with respect to the legality of the
shares of the common stock being registered hereby.
23.1 Consent of KPMG LLP.
23.2 Consent of Pepper Hamilton LLP (included in opinion filed as Exhibit
5.1).
24.1 Powers of Attorney (included on signature page).
