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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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RF MICRO DEVICES, INC.
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(Exact name of registrant as specified in its charter)
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<S> <C> <C>
7625 THORNDIKE ROAD
NORTH CAROLINA GREENSBORO, NORTH CAROLINA 27409-9421 56-1733461
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(State or other jurisdiction of (Address of principal executive offices) (I.R.S. Employer
incorporation or organization) Identification Number)
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1997 KEY EMPLOYEES' STOCK OPTION PLAN OF
RF MICRO DEVICES, INC.
NONEMPLOYEE DIRECTORS' STOCK OPTION PLAN OF
RF MICRO DEVICES, INC.
EMPLOYEE STOCK PURCHASE PLAN OF
RF MICRO DEVICES, INC.
RF MICRO DEVICES, INC.
1992 STOCK OPTION PLAN
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(Full title of the plans)
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David A. Norbury
President and Chief Executive Officer
RF Micro Devices, Inc.
7625 Thorndike Road
Greensboro, North Carolina 27409-9421
(910) 664-1233
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(Name, address and telephone number, including area code,
of agent for service)
CALCULATION OF REGISTRATION FEE
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PROPOSED PROPOSED
TITLE OF MAXIMUM MAXIMUM
SECURITIES AMOUNT OFFERING AGGREGATE AMOUNT OF
TO BE TO BE PRICE OFFERING REGISTRATION
REGISTERED REGISTERED PER SHARE(1) PRICE(1) FEE(1)
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Common Stock, $0.15-$12.00/
no par value 3,426,000 shares $19.75 $42,388,908 $12,846
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(1) Pursuant to Rule 457(c) and (h)(1), based on the option price for shares
available for issuance upon exercise of options granted pursuant to the RF
Micro Devices, Inc. 1992 Stock Option Plan and the average of the high
($20.25) and low ($19.25) sale prices of the Registrant's common stock on
July 2, 1997, as reported on the Nasdaq National Market, with respect to
shares available for future issuance pursuant to the 1997 Key Employees'
Stock Option Plan of RF Micro Devices, Inc., the Nonemployee Directors'
Stock Option Plan of RF Micro Devices, Inc. and the Employee Stock
Purchase Plan of RF Micro Devices, Inc.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by RF Micro Devices, Inc. (the
"Company") with the Securities and Exchange Commission (the "Commission") are
incorporated herein by reference:
(a) The Company's Prospectus dated June 3, 1997, filed with
the Commission on June 4, 1997.
(b) The description of the Company's Common Stock, no par
value, contained in the Company's Registration Statement on Form 8-A,
filed pursuant to Section 12(g) of the Securities Exchange Act of 1934
(the "Exchange Act") with the Commission on May 2, 1997, including any
amendment or report filed for the purpose of updating such description.
(c) All other reports filed pursuant to Section 13(a) or 15(d)
of the Exchange Act since the end of the period referred to in (a),
above.
All 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 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 documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The legality of the securities offered hereby has been passed
upon by the firm of Womble Carlyle Sandridge & Rice, PLLC, counsel to the
Company.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Sections 55-8-50 through 55-8-58 of the North Carolina
Business Corporation Act contain specific provisions relating to indemnification
of directors and officers of North Carolina corporations. In general, such
sections provide that (i) a corporation must indemnify a director or officer who
is wholly successful in his defense of a proceeding to which he is a party
because of his status as such, unless limited by the articles of incorporation,
and (ii) a corporation may indemnify a director or officer if he is not wholly
successful in such defense, if it is determined as provided by statute that the
director or officer meets a certain standard of conduct, provided when a
director or officer is liable to the corporation or is adjudged liable on the
basis that personal benefit was improperly received by him, the corporation may
not indemnify him. A director or officer of a corporation who is a party to a
proceeding may also apply to the courts for indemnification, and the court may
order indemnification under certain circumstances set forth in the statute. A
corporation may, in its articles of incorporation or bylaws or by contact or
resolution, provide indemnification in addition to that provided by statute,
subject to certain conditions.
The Company's bylaws provide for the indemnification of any
director or officer of the Company against liabilities and litigation expenses
arising out of his status as such, excluding (i) any liabilities or litigation
expenses relating to activities which were at the time taken known or believed
by such person to be clearly in conflict with the best interest of the Company
and (ii) that portion of any liabilities or litigation expenses with respect to
which such person is entitled to receive payment under any insurance policy.
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The Company's articles of incorporation provide for the
elimination of the personal liability of each director of the Company to the
fullest extent permitted by law.
The Company has obtained directors' and officers' liability
insurance, under which controlling persons, directors and officers of the
Company may be insured or indemnified against certain liabilities which they may
incur in their capacity as such.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
The following exhibits are filed as a part of this
Registration Statement:
NUMBER DESCRIPTION
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4.1 1997 Stock Option Plan of RF Micro Devices, Inc.,
which is incorporated by reference to Exhibit 10.3 of
the Company's Registration Statement on Form S-1
(File No. 333-22625).
4.2 Form of Employee Stock Option Agreement (1997 Stock
Option Plan), which is incorporated by reference to
Exhibit 10.4 of the Company's Registration Statement
on Form S-1 (File No. 333-22625).
4.3 Nonemployee Directors' Stock Option Plan of RF Micro
Devices, Inc., which is incorporated by reference to
Exhibit 10.5 of the Company's Registration Statement
on Form S-1 (File No. 333-22625).
4.4 Form of Director Stock Option Agreement (Nonemployee
Directors' Stock Option Plan), which is incorporated
by reference to Exhibit 10.6 of the Company's
Registration Statement on Form S-1 (File No.
333-22625).
4.5 Employee Stock Purchase Plan of RF Micro Devices,
Inc., which is incorporated by reference to Exhibit
10.16 of the Company's Registration Statement on Form
S-1 (File No. 333-22625).
4.6 RF Micro Devices, Inc. 1992 Stock Option Plan, which
is incorporated by reference to Exhibit 10.1 of the
Company's Registration Statement on Form S-1 (File
No. 333-22625).
4.7 Form of Stock Option Agreement (1992 Stock Option
Plan), which is incorporated by reference to Exhibit
10.2 of the Company's Registration Statement on Form
S-1 (File No. 333-22625).
5 Opinion of Womble Carlyle Sandridge & Rice, PLLC, as
to the legality of the Common Stock being registered.
23.1 Consent of Womble Carlyle Sandridge & Rice, PLLC,
which is contained in its opinion filed as Exhibit 5.
23.2 Consent of Ernst & Young LLP.
24 Power of Attorney (included on the signature page to
this Registration Statement).
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ITEM 9. UNDERTAKINGS.
(a) The Company 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;
(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;
(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) 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 Company pursuant to Section
13 or Section 15(d) of the Exchange Act that are incorporated by
reference in the 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.
(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 Company hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the Company's annual
report pursuant to Section 13(a) or 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 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 may be permitted to directors, officers and controlling persons of
the Company pursuant to the foregoing provisions, or otherwise, the
Company 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
Company of expenses incurred or paid by a director, officer or
controlling person of the Company 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 Company 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.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, RF
Micro Devices, Inc. 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 Greensboro, State of North Carolina, on this 9th
day of July, 1997.
RF MICRO DEVICES, INC.
By: /s/ David A. Norbury
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David A. Norbury
President, Chief Executive Officer and Director
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that each person whose
signature appears on the signature pages to this Registration Statement hereby
constitutes and appoints David A. Norbury and William A. Priddy, Jr., and each
of them, his true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for the undersigned, and in his or her name,
place and stead, in any and all capacities to sign any and all amendments,
including post-effective amendments, exhibits thereto and other documents in
connection therewith, to this Registration Statement, to make such changes in
the Registration Statement as such attorneys-in-fact deems appropriate, 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 so
and perform each and every act and thing requisite and necessary to be done, as
fully to all intents and purposes as the undersigned might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or either 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 of 1933,
this Registration Statement has been signed by the following persons in the
capacities indicated on July 9, 1997.
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/s/ David A. Norbury /s/ William A. Priddy, Jr.
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Name: David A. Norbury Name: William A. Priddy, Jr.
Title: President, Chief Executive Officer Title: Vice President of Finance and Treasurer
and Director (principal financial and accounting officer)
(principal executive officer)
/s/ Robert C. Fleming
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Name: Robert C. Fleming Name: Erik H. Van der Kaay
Title: Director Title: Director
/s/ Dr. Albert E. Paladino /s/ William J. Pratt
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Name: Dr. Albert E. Paladino Name: William J. Pratt
Title: Director Title: Director
/s/ Terri D. Zinkiewicz /s/ Walter H. Wilkinson, Jr.
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Name: Terri D. Zinkiewicz Name: Walter H. Wilkinson, Jr.
Title: Director Title: Director
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EXHIBIT INDEX
TO
REGISTRATION STATEMENT ON FORM S-8 OF
RF MICRO DEVICES, INC.
NUMBER DESCRIPTION
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4.1 1997 Stock Option Plan of RF Micro Devices, Inc.,
which is incorporated by reference to Exhibit 10.3 of
the Company's Registration Statement on Form S-1
(File No. 333-22625).
4.2 Form of Employee Stock Option Agreement (1997 Stock
Option Plan), which is incorporated by reference to
Exhibit 10.4 of the Company's Registration Statement
on Form S-1 (File No. 333-22625).
4.3 Nonemployee Directors' Stock Option Plan of RF Micro
Devices, Inc., which is incorporated by reference to
Exhibit 10.5 of the Company's Registration Statement
on Form S-1 (File No. 333-22625).
4.4 Form of Director Stock Option Agreement (Nonemployee
Directors' Stock Option Plan), which is incorporated
by reference to Exhibit 10.6 of the Company's
Registration Statement on Form S-1 (File No.
333-22625).
4.5 Employee Stock Purchase Plan of RF Micro Devices,
Inc., which is incorporated by reference to Exhibit
10.16 of the Company's Registration Statement on Form
S-1 (File No. 333-22625).
4.6 RF Micro Devices, Inc. 1992 Stock Option Plan, which
is incorporated by reference to Exhibit 10.1 of the
Company's Registration Statement on Form S-1 (File
No. 333-22625).
4.7 Form of Stock Option Agreement (1992 Stock Option
Plan), which is incorporated by reference to Exhibit
10.2 of the Company's Registration Statement on Form
S-1 (File No. 333-22625).
5 Opinion of Womble Carlyle Sandridge & Rice, PLLC, as
to the legality of the Common Stock being registered.
23.1 Consent of Womble Carlyle Sandridge & Rice, PLLC,
which is contained in its opinion filed as Exhibit 5.
23.2 Consent of Ernst & Young LLP.
24 Power of Attorney (included on the signature page to
this Registration Statement).
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EXHIBIT 5
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July 10, 1997
RF Micro Devices, Inc.
7625 Thorndike Road
Greensboro, North Carolina 27409-9421
Re: RF Micro Devices, Inc.
Ladies and Gentlemen:
We have served as counsel for RF Micro Devices, Inc. (the
"Company") in connection with its registration under the Securities Act of 1933,
as amended, of 3,426,000 shares of its common stock, no par value (the
"Shares"), which are proposed to be offered and sold pursuant to the (1) 1997
Key Employees' Stock Option Plan of RF Micro Devices, Inc.; (2) Nonemployee
Directors' Stock Option Plan of RF Micro Devices, Inc.; (3) Employee Stock
Purchase Plan of RF Micro Devices, Inc.; and (4) RF Micro Devices, Inc. 1992
Stock Option Plan (individually, a "Plan" and collectively, the "Plans"), and
pursuant to the Company's Registration Statement on Form S-8 (the "Registration
Statement") to be filed with the Securities and Exchange Commission (the
"Commission") with respect to the Shares.
In rendering this opinion, we have relied upon, among other
things, our examination of such records of the Company and certificates of its
officers and of public officials as we have deemed necessary. We express no
opinion as to matters under or involving the laws of any jurisdiction other than
the corporate law of the State of North Carolina.
Based upon the foregoing, and having regard for such legal
considerations as we have deemed relevant, we are of the opinion that the Shares
have been duly authorized and, when issued and paid for in accordance with the
terms of the respective Plan, will be validly issued, fully paid and
nonassessable.
We hereby consent to the filing of this opinion with the
Commission as an exhibit to the Registration Statement.
WOMBLE CARLYLE SANDRIDGE & RICE
A Professional Limited Liability Company
By: /s/ David W. Dabbs
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David W. Dabbs
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EXHIBIT 23.2
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We consent to the incorporation by reference in the Registration
Statement (Form S-8) pertaining to the 1997 Key Employees' Stock Option Plan of
RF Micro Devices, Inc., the Nonemployee Directors' Stock Option Plan of RF Micro
Devices, Inc., the Employee Stock Purchase Plan of RF Micro Devices, Inc. and
the RF Micro Devices, Inc. 1992 Stock Option Plan of our report dated April 18,
1997, with respect to the financial statements of RF Micro Devices, Inc.
included in its Registration Statement (From S-1 No. 333-22625) and related
Prospectus filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
Ernst & Young LLP
Raleigh, North Carolina
July 10, 1997
