As filed with the Securities and Exchange Commission on October 4, 1996
Registration No. 333-____________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------------
ALLIANCE SEMICONDUCTOR CORPORATION
(Exact name of Registrant as specified in its charter)
DELAWARE 77-0057842
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
3099 North First Street
San Jose, CA 95134
(Address of principal executive offices)
-----------------------
1996 EMPLOYEE STOCK PURCHASE PLAN
(Full title of the Plan)
-----------------------
N. Damodar Reddy
Chairman of the Board, President and Chief Executive Officer
Alliance Semiconductor Corporation
3099 North First Street
San Jose, CA 95134
(408) 383-4900
(Name, address and telephone number, including area code, of agent for service)
-----------------------
Copy to:
Donald M. Keller, Jr.
Venture Law Group
A Professional Corporation
2800 Sand Hill Road
Menlo Park, CA 94025
(415) 854-4488
Page 1 of 29 Pages
Exhibit Index Located on Page 9
(Calculation of Registration Fee on Following Page)
<PAGE>
================================================================================
CALCULATION OF REGISTRATION FEE
================================================================================
<TABLE>
<CAPTION>
Proposed Maximum Proposed Maximum Amount of
Title of Securities to be Registered Amount to be Offering Price Per Aggregate Offering Registration
Registered Share Price Fee
- --------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
1996 Employee Stock Purchase Plan
Common Stock,
$.01 par value.......................... 750,000 Shares $6.32(1) $4,743,100 $1,437
<FN>
- -----------------------
(1) Estimated in accordance with Rule 457(h) and 457(c) under the Securities
Act of 1933, as amended (the "Securities Act"), solely for the purpose of
calculating the registration fee. The computation with respect to unissued
shares under the 1996 Employee Stock Purchase Plan is based upon the
average of the high and low sale prices of the Common Stock as reported on
The Nasdaq National Market on October 1, 1996, multiplied by 85%, which is
the percentage of the trading price applicable to purchases under such
Plan.
2
</FN>
</TABLE>
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed with the Securities and Exchange
Commission (the "Commission") are hereby incorporated by reference:
(a) The Registrant's latest Annual Report on Form 10-K filed pursuant
to Section 13(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), which contains audited financial statements for the
Registrant's latest fiscal year for which such statements have been filed;
(b) The Registrant's Quarterly Report on Form 10-Q for the quarter
ended June 30, 1996 filed pursuant to Section 13(a) of the Exchange Act;
(c) The description of the Registrant's Common Stock contained in the
Registrant's Registration Statement on Form 8-A filed with the Commission under
Section 12 of the Exchange Act, including any amendment or report filed for the
purpose of updating such description.
All documents (but excluding any portions of such documents that the
Company has deemed as not filed under the Securities Act or Exchange Act)
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 (but excluding any portions of such documents that the
Company has designated as not filed under the Securities Act or Exchange Act) in
this Registration Statement and to be part hereof from the date of filing such
documents.
Item 4. Description of Securities. Not applicable.
Item 5. Interests of Named Experts and Counsel.
Certain legal matters with respect to the shares will be passed upon by
Venture Law Group, A Professional Corporation, Menlo Park, California.
Item 6. Indemnification of Directors and Officers.
Section 145 of the Delaware General Corporation Law authorizes a court
to award, or a corporation's Board of Directors to grant, indemnity to directors
and officers in terms sufficiently broad to permit such indemnification under
certain circumstances for liabilities (including reimbursement for expenses
incurred) arising under the Securities Act. Article VII of the Company's
Certificate of Incorporation limits the liability of directors for monetary
damages arising from breach of their fiduciary duty to the fullest extent
permissible under Delaware law.
II-1
<PAGE>
The Company's Bylaws provide that the Company shall indemnify its
directors and officers to the fullest extent permitted by Delaware law,
including circumstances in which indemnification is otherwise discretionary
under Delaware law. The Company has entered into indemnification agreements with
its directors and certain officers containing provisions which are in some
respects broader than the specific indemnification provisions contained in the
Delaware General Corporation Law. The indemnification agreements may require the
Company, among other things, to indemnify its directors and certain officers
against certain liabilities that may arise by reason of their status or service
as officers or directors (other than liabilities arising from willful misconduct
of a culpable nature), to advance their expenses incurred as a result of any
proceeding against them as to which they could be indemnified, and to obtain
directors and officers' liability insurance if available on reasonable terms.
The Registrant has also obtained directors and officers' liability insurance
covering, subject to certain exceptions, actions taken by the Registrant's
directors and officers in their capacities as such.
Item 7. Exemption from Registration Claimed. Not applicable.
Item 8. Exhibits.
Exhibit
Number
4.1(1) Registrant's Certificate of Incorporation.
4.2(1) Registrant's Certificate of Elimination of
Series A Preferred Stock.
4.3(2) Registrant's Certificate of Amendment of
Certificate of Incorporation.
4.4 1996 Employee Stock Purchase Plan and related
agreements.
5.1 Opinion of Venture Law Group, A Professional
Corporation.
23.1 Consent of Price Waterhouse LLP, independent
accountants (see page II-5).
23.2 Consent of Venture Law Group, A Professional
Corporation (included in
Exhibit 5.1).
24.1 Powers of Attorney (see page II-4).
- ------------------
(1) Incorporated by reference from Registrant's Registration Statement on Form
SB-2, as amended (File No. 33-69956-LA), declared effective by the
Commission on November 30, 1993.
(2) Incorporated by reference from Registrant's Registration Statement on Form
S-8 (File No. 33-747830) filed by the Registrant with the Commission on
October 20, 1995.
II-2
<PAGE>
Item 9. Undertakings.
The undersigned Registrant hereby undertakes:
(1) to file, during any period in which offers or
sales are being made, a post-effective amendment to this registration
statement 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 purposes 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.
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant'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 therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
Insofar as the indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, the Registrant 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 Registrant of expenses incurred or
paid by a director, officer or controlling person of the Registrant in a
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered hereunder, the Registrant will, unless in the opinion of its counsel
the question has already been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question of 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.
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of San Jose, State of California, on this 3rd day of
October, 1996.
ALLIANCE SEMICONDUCTOR CORPORATION
By: /S/ N. DAMODAR REDDY
-----------------------------------
N. Damodar Reddy
Chairman of the Board,
Chief Executive Officer and
President
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints N.
Damodar Reddy and C.N. Reddy, and each of them, as attorneys-in-fact, each with
the power of substitution, for him in any and all capacities, to sign any
amendment to this Registration Statement and to file the same, with exhibits
thereto and other documents in connection therewith, with the Securities and
Exchange Commission, granting to said attorneys-in-fact, 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 connection therewith, 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 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 of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
- --------------------- -------------------------------- -------------------
/s/ N. DAMODAR REDDY Chairman of the Board, Chief October 3, 1996
- --------------------- Executive Officer, President
N. Damodar Reddy and Director(Principal Executive
Officer and Principal Financial
and Accounting Officer)
/s/ SANFORD L. KANE Director October 3, 1996
- ---------------------
Sanford L. Kane
/s/ JON B.MINNIS Director October 3, 1996
- ---------------------
Jon B. Minnis
/s/ C.N. REDDY Director October 3, 1996
- ---------------------
C.N. Reddy
II-4
<PAGE>
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this
Registration Statement on Form S-8 of our report dated April 12, 1996, which
appears on page 37 of Alliance Semiconductor Corporation's Annual Report on Form
10-K for the year ended March 30, 1996.
PRICE WATERHOUSE LLP
San Jose, California
October 2, 1996
II-5
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------------------------------------------
EXHIBITS
------------------------------------------------------
Registration Statement on Form S-8
ALLIANCE SEMICONDUCTOR CORPORATION
II-6
<PAGE>
INDEX TO EXHIBITS
Exhibit
Number
4.1(1) Registrant's Certificate of Incorporation.
4.2(1) Registrant's Certificate of Elimination of
Series A Preferred Stock.
4.3(2) Registrant's Certificate of Amendment of
Certificate of Incorporation.
4.4 1996 Employee Stock Purchase Plan and related agreements.
5.1 Opinion of Venture Law Group, A Professional Corporation.
23.1 Consent of Price Waterhouse, independent accountants
(see page II-5).
23.2 Consent of Venture Law Group, A Professional Corporation
(included in Exhibit 5.1).
24.1 Powers of Attorney (see page II-4)
- ------------------
(1) Incorporated by reference from Registrant's Registration Statement on Form
SR-2, as amended (File No. 33-69956-LA), declared effective by the
Commission on November 30, 1993.
(2) Incorporated by reference from Registrant's Registration Statement on Form
S-8 (File No. 33-747830) filed by the Registrant with the Commission on
October 20, 1995.
II-7
[GRAPHIC OMITTED](R)
ALLIANCE SEMICONDUCTOR CORPORATION
1996 EMPLOYEE STOCK PURCHASE PLAN
The following constitute the provisions of the 1996 Employee Stock
Purchase Plan (the "Plan") of Alliance Semiconductor Corporation, a Delaware
corporation with its principal offices at 3099 North First Street, San Jose,
California 95134 (the "Company").
1. Purpose. The purpose of the Plan is to provide employees of the
Company and its Designated Subsidiaries with an opportunity to purchase Common
Stock of the Company. It is the intention of the Company to have the Plan
qualify as an "Employee Stock Purchase Plan" under Section 423 of the Internal
Revenue Code of 1986, as amended (the "Code"). The provisions of the Plan shall,
accordingly, be construed so as to extend and limit participation in a manner
consistent with the requirements of that section of the Code.
2. Definitions.
(a) "Board" shall mean the Board of Directors of the Company.
(b) "Code" shall mean the Internal Revenue Code of 1986, as
amended.
(c) "Common Stock" shall mean the Common Stock of the Company.
(d) "Company" shall mean Alliance Semiconductor Corporation, a
Delaware corporation.
(e) "Compensation" shall mean all regular straight time gross
earnings and commissions, and shall not include payments for overtime, shift
premium, incentive compensation, incentive payments, bonuses and other
compensation.
(f) "Continuous Status as an Employee" shall mean the absence of
any interruption or termination of service as an Employee. Continuous Status as
an Employee shall not be considered interrupted in the case of a leave of
absence agreed to in writing by the Company, provided that such leave is for a
period of not more than 90 days or reemployment upon the expiration of such
leave is guaranteed by contract or statute.
(g) "Contributions" shall mean all amounts credited to the account
of a participant pursuant to the Plan.
<PAGE>
(h) "Designated Subsidiaries" shall mean the Subsidiaries which
have been designated by the Board from time to time in its sole discretion as
eligible to participate in the Plan.
(i) "Employee" shall mean any person, including an Officer, who is
customarily employed for at least twenty (20) hours per week and more than five
(5) months in a calendar year by the Company or one of its Designated
Subsidiaries.
(j) "Exchange Act" shall mean the Securities Exchange Act of 1934,
as amended.
(k) "Purchase Date" shall mean the last day of each Purchase Period
of the Plan.
(l) "Offering Date" shall mean the first business day of each
Offering Period of the Plan.
(m) "Offering Period" shall mean a period of twelve (12) months
commencing on February 16 and August 16 of each year, except for the first
Offering Period and except as may be adjusted by the Board pursuant to Section
4(a).
(n) "Officer" shall mean a person who is an officer of the Company
within the meaning of Section 16 of the Exchange Act and the rules and
regulations promulgated thereunder.
(o) "Plan" shall mean this Employee Stock Purchase Plan.
(p) "Purchase Period" shall mean a period of six (6) months within
an Offering Period, except for the first Purchase Period as set forth in Section
4(b).
(q) "Subsidiary" shall mean a corporation, domestic or foreign, of
which not less than 50% of the voting shares are held by the Company or a
Subsidiary, whether or not such corporation now exists or is hereafter organized
or acquired by the Company or a Subsidiary.
3. Eligibility.
(a) Any person who is an Employee as of the Offering Date of a
given Offering Period shall be eligible to participate in such Offering Period
under the Plan, subject to the requirements of Section 5(a) and the limitations
imposed by Section 423(b) of the Code.
(b) Any provisions of the Plan to the contrary notwithstanding, no
Employee shall be granted an option under the Plan (i) if, immediately after the
grant, such Employee (or any other person whose stock would be attributed to
such Employee pursuant to Section 424(d) of the Code) would own stock and/or
hold outstanding options to purchase stock possessing five percent (5%) or more
of the total combined voting power or value of all classes of stock of the
Company or of any parent or subsidiary of the Company, or (ii) if such option
would permit his or her rights to purchase stock under all employee stock
purchase plans (described in Section 423
-2-
<PAGE>
of the Code) of the Company and its Subsidiaries to accrue at a rate which
exceeds Twenty-Five Thousand Dollars ($25,000) of fair market value of such
stock (determined at the time such option is granted) for each calendar year in
which such option is outstanding at any time.
4. Offering Periods and Purchase Periods.
(a) Offering Periods. The Plan shall be implemented by a series of
Offering Periods of twelve (12) months' duration, with new Offering Periods
commencing on or about February 16 and August 16 of each year (or at such other
time or times as may be determined by the Board). The first Offering Period
shall commence on October 1, 1996 and continue until August 15, 1997. The Plan
shall continue until terminated in accordance with Section 20 hereof. The Board
shall have the power to change the duration and/or the frequency of Offering
Periods with respect to future offerings without stockholder approval if such
change is announced at least fifteen (15) days prior to the scheduled beginning
of the first Offering Period to be affected. Eligible employees may not
participate in more than one Offering Period at a time.
(b) Purchase Periods. Each Offering Period shall consist of two (2)
consecutive purchase periods of six (6) months duration. The last day of each
Purchase Period shall be the "Purchase Date" for such Purchase Period. A
Purchase Period commencing on February 16 1 shall end on the next August 15. A
Purchase Period commencing on August 16 shall end on the next February 15. The
first Purchase Period shall commence on October 1, 1996 and shall end on
February 15, 1997. The Board of Directors of the Company shall have the power to
change the duration and/or frequency of Purchase Periods with respect to future
purchases without stockholder approval if such change is announced at least
fifteen (15) days prior to the scheduled beginning of the first Purchase Period
to be affected.
5. Participation.
(a) An eligible Employee may become a participant in the Plan by
completing a subscription agreement on the form provided by the Company and
filing it with the Company's payroll office at least five (5) business days
prior to the first business day of the applicable Offering Date, unless a later
time for filing the subscription agreement is set by the Board for all eligible
Employees with respect to a given offering. The subscription agreement shall set
forth the percentage of the participant's Compensation (which shall be not less
than one percent (1%) and not more than ten percent (10%)) to be paid as
Contributions pursuant to the Plan.
(b) Payroll deductions shall commence on the first payroll
following the Offering Date and shall end on the last payroll paid on or prior
to the last Purchase Period of the Offering Period to which the subscription
agreement is applicable, unless sooner terminated by the participant as provided
in Section 10.
6. Method of Payment of Contributions.
(a) The participant shall elect to have payroll deductions
made on each payday during the Offering Period in an amount not less than one
percent (1%) and not more
-3-
<PAGE>
than ten percent (10%) of such participant's Compensation on each such payday.
All payroll deductions made by a participant shall be credited to his or her
account under the Plan. A participant may not make any additional payments into
such account.
(b) A participant may discontinue his or her participation in the
Plan as provided in Section 10, or, on one occasion only during the Offering
Period, may decrease the rate of his or her Contributions during the Offering
Period by completing and filing with the Company a new subscription agreement.
The change in rate shall be effective as of the beginning of the next calendar
month following the date of filing of the new subscription agreement, if the
agreement is filed at least ten (10) business days prior to such date and, if
not, as of the beginning of the next succeeding calendar month
(c) Notwithstanding the foregoing, to the extent necessary to
comply with Section 423(b)(8) of the Code and Section 3(b) herein, a
participant's payroll deductions may be decreased to 0% at such time during any
Offering Period which is scheduled to end during the current calendar year that
the aggregate of all payroll deductions accumulated with respect to such
Offering Period and any other Offering Period ending within the same calendar
year equal $21,250. Payroll deductions shall re-commence at the rate provided in
such participant's subscription Agreement at the beginning of the first Offering
Period which is scheduled to end in the following calendar year, unless
terminated by the participant as provided in Section 10.
7. Grant of Option.
(a) On the Offering Date of each Offering Period, each eligible
Employee participating in such Offering Period shall be granted an option to
purchase on each Purchase Date a number of shares of the Company's Common Stock
determined by dividing such Employee's Contributions accumulated prior to such
Purchase Date and retained in the participant's account as of the Purchase Date
by the lower of (i) eighty-five percent (85%) of the fair market value of a
share of the Company's Common Stock on the Offering Date, or (ii) eighty-five
percent (85%) of the fair market value of a share of the Company's Common Stock
on the Purchase Date; provided, however, that the maximum number of shares an
Employee may purchase during each Offering Period shall be determined at the
Offering Date by dividing $25,000 by the fair market value of a share of the
Company's Common Stock on the Offering Date, and provided further that such
purchase shall be subject to the limitations set forth in Sections 3(b) and 13.
The fair market value of a share of the Company's Common Stock shall be
determined as provided in Section 7(b).
(b) The option price per share of the shares offered in a given
Offering Period shall be the lower of: (i) 85% of the fair market value of a
share of the Common Stock of the Company on the Offering Date; or (ii) 85% of
the fair market value of a share of the Common Stock of the Company on the
Purchase Date. The fair market value of the Company's Common Stock on a given
date shall be determined by the Board in its discretion based on the closing
price of the Common Stock for such date (or, in the event that the Common Stock
is not traded on such date, on the immediately preceding trading date), as
reported by the National Association of Securities Dealers Automated Quotation
(Nasdaq) National Market.
-4-
<PAGE>
8. Exercise of Option. Unless a participant withdraws from the Plan as
provided in Section 10, his or her option for the purchase of shares will be
exercised automatically on each Purchase Date of an Offering Period, and the
maximum number of full shares subject to the option will be purchased at the
applicable option price with the accumulated Contributions in his or her
account. The shares purchased upon exercise of an option hereunder shall be
deemed to be transferred to the participant on the Purchase Date. During his or
her lifetime, a participant's option to purchase shares hereunder is exercisable
only by him or her.
9. Delivery. As promptly as practicable after each Purchase Date of
each Offering Period, the Company shall arrange the delivery to each
participant, as appropriate, of a certificate representing the shares purchased
upon exercise of his or her option. Any cash remaining to the credit of a
participant's account under the Plan after a purchase by him or her of shares at
the termination of each Purchase Period, or which is insufficient to purchase a
full share of Common Stock of the Company, shall be carried over to the next
Purchase Period if the Employee continues to participate in the Plan, or if the
Employee does not continue to participate, shall be returned to said
participant.
10. Voluntary Withdrawal; Termination of Employment.
(a) A participant may withdraw all but not less than all the
Contributions credited to his or her account under the Plan (and not previously
used for the exercise of options pursuant to Section 8) at any time prior to
each Purchase Date by giving written notice to the Company. All of the
participant's Contributions credited to his or her account under the Plan (and
not previously used for the exercise of options pursuant to Section 8) will be
paid to him or her promptly after receipt of his or her notice of withdrawal and
his or her option for the current period will be automatically terminated, and
no further Contributions for the purchase of shares will be made during the
Offering Period.
(b) Upon termination of the participant's Continuous Status as an
Employee prior to the Purchase Date of an Offering Period for any reason,
including retirement or death, the Contributions credited to his or her account
under the Plan (and not previously used for the exercise of options pursuant to
Section 8) will be returned to him or her or, in the case of his or her death,
to the person or persons entitled thereto under Section 15, and his or her
option will be automatically terminated.
(c) In the event an Employee fails to remain in Continuous Status
as an Employee of the Company for at least twenty (20) hours per week during the
Offering Period in which the employee is a participant, he or she will be deemed
to have elected to withdraw from the Plan and the Contributions credited to his
or her account will be returned to him or her and his or her option will be
automatically terminated.
(d) A participant's withdrawal from an offering will not have any
effect upon his or her eligibility to participate in a succeeding offering or in
any similar plan which may hereafter be adopted by the Company.
-5-
<PAGE>
11. Automatic Withdrawal. If the fair market value of the shares on the
first Purchase Date of an Offering Period is less than the fair market value of
the shares on the Offering Date for such Offering Period, then every participant
shall automatically (i) be withdrawn from such Offering Period at the close of
such Purchase Date and after the acquisition of shares for such Purchase Period,
and (ii) be enrolled in the Offering Period commencing on the first business day
subsequent to such Purchase Period.
12. Interest. No interest shall accrue on the Contributions of a
participant in the Plan.
13. Stock.
(a) The maximum number of shares of the Company's Common Stock
which shall be made available for sale under the Plan shall be seven hundred and
fifty thousand (750,000) shares, subject to adjustment upon changes in
capitalization of the Company as provided in Section 19. If the total number of
shares which would otherwise be subject to options granted pursuant to Section
7(a) on the Offering Date of an Offering Period exceeds the number of shares
then available under the Plan (after deduction of all shares for which options
have been exercised or are then outstanding), the Company shall make a pro rata
allocation of the shares remaining available for option grant in as uniform a
manner as shall be practicable and as it shall determine to be equitable. In
such event, the Company shall give written notice of such reduction of the
number of shares subject to the option to each Employee affected thereby and
shall similarly reduce the rate of Contributions, if necessary.
(b) The participant will have no interest or voting right in shares
covered by his or her option until such option has been exercised.
(c) Shares to be delivered to a participant under the Plan will be
registered in the name of the participant or, if requested by the participant,
in the name of the participant and his or her spouse.
14. Administration. The Board, or a committee named by the Board, shall
supervise and administer the Plan and shall have full power to adopt, amend and
rescind any rules deemed desirable and appropriate for the administration of the
Plan and not inconsistent with the Plan, to construe and interpret the Plan, and
to make all other determinations necessary or advisable for the administration
of the Plan. The composition of the committee shall be in accordance with the
requirements to obtain or retain any available exemption from the operation of
Section 16(b) of the Exchange Act pursuant to Rule 16b-3 promulgated thereunder
(or any successor provisions thereto).
15. Designation of Beneficiary.
(a) A participant may file a written designation of a beneficiary
or beneficiaries who is/are to receive any shares and cash, if any, from the
participant's account under the Plan in the event of such participant's death
subsequent to the end of a Purchase Period but prior to delivery to him or her
of such shares and cash. In addition, a participant may file a written
designation of a beneficiary or beneficiaries who is/are to receive any cash
from the participant's account under the Plan in the event
-6-
<PAGE>
of such participant's death prior to the Purchase Date of an Offering Period. If
a participant is married and the designated beneficiary is not the spouse,
spousal consent shall be required for such designation to be effective.
(b) Such designation of beneficiary or beneficiaries may be changed
by the participant (together with his or her spouse, if any) at any time by
written notice. In the event of the death of a participant and in the absence of
a beneficiary or beneficiaries validly designated under the Plan who is/are
living at the time of such participant's death, the Company shall deliver such
shares and/or cash to the executor or administrator of the estate of the
participant, or if no such executor or administrator has been appointed (to the
knowledge of the Company), the Company, in its discretion, may deliver such
shares and/or cash to the spouse or to any one or more dependents or relatives
of the participant, or if no spouse, dependent or relative is known to the
Company, then to such other person as the Company may designate.
16. Transferability. Neither Contributions credited to a participant's
account nor any rights with regard to the exercise of an option or to receive
shares under the Plan may be assigned, transferred, pledged or otherwise
disposed of in any way (other than by will, the laws of descent and
distribution, or as provided in Section 15) by the participant. Any such attempt
at assignment, transfer, pledge or other disposition shall be without effect,
except that the Company may treat such act as an election to withdraw funds in
accordance with Section 10.
17. Use of Funds. All Contributions received or held by the Company
under the Plan may be used by the Company for any corporate purpose, and the
Company shall not be obligated to segregate such Contributions.
18. Reports. Individual accounts will be maintained for each
participant in the Plan. Statements of account will be given to participating
Employees promptly following the Purchase Date, which statements will set forth
the amounts of Contributions, the per share purchase price, the number of shares
purchased and the remaining cash balance, if any.
19. Adjustments Upon Changes in Capitalization; Corporate Transactions.
(a) Adjustment. Subject to any required action by the stockholders
of the Company, (1) the number of shares of Common Stock covered by each option
under the Plan which has not yet been exercised, (2) the price per share of
Common Stock covered by each option under the Plan which has not yet been
exercised, and (3) the number of shares of Common Stock which have been
authorized for issuance under the Plan but have not yet been placed under option
(collectively, the "Reserves"), each shall be proportionately adjusted for any
increase or decrease in the number of issued shares of Common Stock resulting
from a stock split, reverse stock split, stock dividend, combination or
reclassification of the Common Stock, or any other increase or decrease in the
number of shares of Common Stock effected without receipt of consideration by
the Company; provided, however, that conversion of any convertible securities of
the Company shall not be deemed to have been "effected without receipt of
consideration." Such adjustment shall be made by the Board, whose determination
in that respect shall be final, binding and conclusive. Except as expressly
provided herein, no issue by the Company of shares of stock of any class, or
securities convertible into shares of stock of any class, shall affect, and
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<PAGE>
no adjustment by reason thereof shall be made with respect to (x) the number of
shares of Common Stock covered by each option under the Plan which has not yet
been exercised, (y) the price per share of Common Stock covered by each option
under the Plan which has not yet been exercised, or (z) the Reserves.
(b) Corporate Transactions. In the event of the proposed
dissolution or liquidation of the Company, the Offering Period will terminate
immediately prior to the consummation of such proposed action, unless otherwise
provided by the Board. In the event of a proposed sale of all or substantially
all of the assets of the Company, or the merger of the Company with or into
another corporation, each option under the Plan shall be assumed or an
equivalent option shall be substituted by such successor corporation or a parent
or subsidiary of such successor corporation, unless the Board determines, in the
exercise of its sole discretion and in lieu of such assumption or substitution,
to shorten the Offering Period then in progress by setting a new Purchase Date
(the "New Purchase Date"). If the Board shortens the Offering Period then in
progress in lieu of assumption or substitution in the event of a merger or sale
of assets, the Board shall notify each participant in writing, at least ten (10)
days prior to the New Purchase Date, that the Purchase Date for his or her
option has been changed to the New Purchase Date and that his or her option will
be exercised automatically on the New Purchase Date, unless prior to such date
he or she has withdrawn from the Offering Period as provided in Section 10. For
purposes of this paragraph, an option granted under the Plan shall be deemed to
be assumed if, following the sale of assets or merger, the option confers the
right to purchase, for each share of option stock subject to the option
immediately prior to the sale of assets or merger, the consideration (whether
stock, cash or other securities or property) received in the sale of assets or
merger by holders of Common Stock for each share of Common Stock held on the
effective date of the transaction (and if such holders were offered a choice of
consideration, the type of consideration chosen by the holders of a majority of
the outstanding shares of Common Stock); provided, however, that if such
consideration received in the sale of assets or merger was not solely common
stock of the successor corporation or its parent (as defined in Section 424(e)
of the Code), the Board may, with the consent of the successor corporation and
the participant, provide for the consideration to be received upon exercise of
the option to be solely common stock of the successor corporation or its parent
equal in fair market value to the per share consideration received by holders of
Common Stock and the sale of assets or merger.
The Board may, if it so determines in the exercise of its sole
discretion, also make provision for adjusting the Reserves, as well as the
number of shares of Common Stock covered by each option under the Plan which has
not yet been exercised and the price per share of Common Stock covered by each
option under the Plan which has not yet been exercised, in the event that the
Company effects one or more reorganizations, recapitalizations, rights offerings
or other increases or reductions of shares of its outstanding Common Stock, and
in the event of the Company being consolidated with or merged into any other
corporation.
20. Amendment or Termination.
(a) The Board of Directors of the Company may at any time terminate
or amend the Plan. Except as provided in Section 19, no such termination may
affect options
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<PAGE>
previously granted, nor may an amendment make any change in any option
theretofore granted which adversely affects the rights of any participant. In
addition, to the extent necessary to comply with Rule 16b-3 or any successor
provision promulgated under the Exchange Act, or under Section 423 of the Code
(or any successor rule or provision or any applicable law or regulation), the
Company shall obtain stockholder approval in such a manner and to such a degree
as so required.
(b) Without stockholder consent and without regard to whether any
participant rights may be considered to have been adversely affected, the Board
(or its committee) shall be entitled to change the Offering Periods and Purchase
Periods, limit the frequency and/or number of changes in the amount withheld
during an Offering Period, establish the exchange ratio applicable to amounts
withheld in a currency other than U.S. dollars, permit payroll withholding in
excess of the amount designated by a participant in order to adjust for delays
or mistakes in the Company's processing of properly completed withholding
elections, establish reasonable waiting and adjustment periods and/or accounting
and crediting procedures to ensure that amounts applied toward the purchase of
Common Stock for each participant properly correspond with amounts withheld from
the participant's Compensation, and establish such other limitations or
procedures as the Board (or its committee) determines in its sole discretion
advisable which are consistent with the Plan.
21 Notices. All notices or other communications by a participant or by
his or her spouse to the Company under or in connection with the Plan shall be
deemed to have been duly given when received in the form specified by the
Company at the location, or by the person, designated by the Company for the
receipt thereof.
22. Conditions Upon Issuance of Shares. Shares shall not be issued with
respect to an option unless the exercise of such option and the issuance and
delivery of such shares pursuant thereto shall comply with all applicable
provisions of law, domestic or foreign, including, without limitation, the
Securities Act of 1933, as amended, the Exchange Act, the rules and regulations
promulgated under each of the foregoing, and the requirements of any stock
exchange upon which the shares may then be listed, and shall be further subject
to the approval of counsel for the Company with respect to such compliance.
As a condition to the exercise of an option, the Company may
require the person exercising such option to represent and warrant at the time
of any such exercise that the shares are being purchased only for investment and
without any present intention to sell or distribute such shares if, in the
opinion of counsel for the Company, such a representation is required by any of
the aforementioned applicable provisions of law.
23. Term of Plan; Effective Date. The Plan shall become effective upon
the earlier to occur of its adoption by the Board of Directors or its approval
by the stockholders of the Company. It shall continue in effect for a term of
twenty (20) years unless sooner terminated under Section 20.
24. Additional Restrictions of Rule 16b-3. The terms and conditions of
options granted hereunder to, and the purchase of shares by, persons subject to
Section 16 of the
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<PAGE>
Exchange Act shall comply with the applicable provisions of Rule 16b-3
promulgated thereunder (or any successor provision thereto). This Plan shall be
deemed to contain, and such options shall contain, and the shares issued upon
exercise thereof shall be subject to, such additional conditions and
restrictions as may be required by Rule 16b-3 to qualify for the maximum
exemption from Section 16 of the Exchange Act with respect to Plan transactions.
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<PAGE>
[GRAPHIC OMITTED](R)
ALLIANCE SEMICONDUCTOR CORPORATION
1996 EMPLOYEE STOCK PURCHASE PLAN
SUBSCRIPTION AGREEMENT
New Election ______
Change of Election ______
1. I, ________________________, hereby elect to participate in the 1996
Employee Stock Purchase Plan (the "Plan") of Alliance Semiconductor Corporation
(the "Company") for the Offering Period ______________, 19__ to _______________,
19__, and subscribe to purchase shares of the Company's Common Stock in
accordance with this Subscription Agreement and the Plan.
2. I elect to have Contributions in the amount of ____% of my
Compensation, as those terms are defined in the Plan, applied to this purchase.
I understand that this amount must not be less than one per cent (1% ) and not
more than ten per cent (10%) of my Compensation during the Offering Period.
(Please note that no fractional percentages are permitted).
3. I hereby authorize payroll deductions from each paycheck during the
Offering Period at the rate stated in Paragraph 2 of this Subscription
Agreement. I understand that all payroll deductions made by me shall be credited
to my account under the Plan and that I may not make any additional payments
into such account. I understand that all payments made by me shall be
accumulated for the purchase of shares of Common Stock at the applicable
purchase price determined in accordance with the Plan. I further understand
that, except as otherwise set forth in the Plan, shares will be purchased for me
automatically on the Purchase Date of each Offering Period unless I otherwise
withdraw from the Plan by giving written notice to the Company for such purpose.
I further understand that no interest shall accrue or be paid on the amounts in
my account under the Plan.
4. I understand that I may discontinue at any time prior to the
Purchase Date my participation in the Plan as provided in Section 10 of the
Plan. I also understand that I can decrease the rate of my Contributions on one
occasion only during any Offering Period by completing and filing a new
Subscription Agreement with such decrease taking effect as of the
<PAGE>
beginning of the calendar month following the date of filing of the new
Subscription Agreement, if filed at least ten (10) business days prior to the
beginning of such month. Further, I may change the rate of deductions for future
Offering Periods by filing a new Subscription Agreement, and any such change
will be effective as of the beginning of the next Offering Period. In addition,
I acknowledge that, unless I discontinue my participation in the Plan as
provided in Section 10 of the Plan, my election will continue to be effective
for each successive Offering Period.
5. I have received a copy of the Company's most recent description of
the Plan and a copy of the complete "Alliance Semiconductor Corporation 1996
Employee Stock Purchase Plan." I understand that my participation in the Plan is
in all respects subject to the terms of the Plan.
6. Shares purchased for me under the Plan should be issued in the
name(s) of (name of employee or employee and spouse only):
------------------------------------
------------------------------------
7. In the event of my death, I hereby designate the following as my
beneficiary(ies) to receive all payments and shares due to me under the Plan:
NAME: (Please print) _____________________________________
(First) (Middle) (Last)
- -------------------- -------------------------------------
(Relationship) (Address)
-------------------------------------
8. I understand that if I dispose of any shares received by me pursuant
to the Plan within two (2) years after the Offering Date (the first day of the
Offering Period during which I purchased such shares) or within one (1) year
after the Purchase Date, I will be treated for federal income tax purposes as
having received ordinary compensation income at the time of such disposition in
an amount equal to the excess of the fair market value of the shares on the
Purchase Date over the price which I paid for the shares, regardless of whether
I disposed of the shares at a price less than their fair market value at the
Purchase Date. The remainder of the gain or loss, if any, recognized on such
disposition will be treated as capital gain or loss.
9. If I dispose of such shares at any time after expiration of both the
2-year and 1-year holding periods referenced in Paragraph 8 above, I understand
that I will be treated for federal income tax purposes as having received
compensation income only to the extent of an amount equal to the lesser of (a)
the excess of the fair market value of the shares at the time of
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<PAGE>
such disposition over the purchase price which I paid for the shares under the
option, or (b) 15% of the fair market value of the shares on the Offering Date.
The remainder of the gain or loss, if any, recognized on such disposition will
be treated as capital gain or loss.
10. I hereby agree to notify the Company in writing within thirty (30)
days after the date of any disposition of Common Stock I receive pursuant to the
Plan, and I will make adequate provision for federal, state or other tax
withholding obligations, if any, which arise upon the disposition of the Common
Stock. The Company may, but will not be obligated to, withhold from my
compensation the amount necessary to meet any applicable withholding obligation
including any withholding necessary to make available to the Company any tax
deductions or benefits attributable to the sale or early disposition of Common
Stock by me.
11. I understand that the above tax summary is only a summary and is
subject to change. I further understand that I should consult a tax advisor
concerning the tax implications of the purchase and sale of stock under the
Plan.
12. I hereby agree to be bound by the terms of the Plan. The
effectiveness of this Subscription Agreement is dependent upon my eligibility to
participate in the Plan.
13. Restriction on Exercise. This option to purchase Common Stock
pursuant to the Plan may not be exercised unless such exercise is in compliance
with the Securities Act of 1933 and all applicable state securities laws as they
are in effect on the date of exercise, and the requirements of any stock
exchange or national market system on which the Company's Common Stock may be
listed at the time of exercise. I understand that the Company is under no
obligation to register, qualify or list the Common Stock reserved for issuance
under the Plan with the Securities and Exchange Commission ("SEC"), any state
securities commission or any stock exchange to effect such compliance.
14. No Right to Employment. Nothing in the Plan or in this Subscription
Agreement shall confer on me any right to continue in the employ of, or other
relationship with, the Company or with any parent, subsidiary or affiliate of
the Company or limit in any way the right of the Company or of any parent,
subsidiary or affiliate of the Company to terminate my employment or other
relationship at any time, with or without cause.
15. Interpretation. Any dispute regarding the interpretation of this
Subscription Agreement shall be submitted by me or the Company to the Company's
Board of Directors (or the committee named by the board to administer the Plan)
(the "Committee") for review. The resolution of such a dispute by the Board or
Committee shall be final and binding on the Company and on me.
16. Privileges of Stock Ownership. I understand that I shall not have
any of the rights of a stockholder with respect to any Common Stock pursuant to
the Plan until I exercise the option pursuant to Section 8 of the Plan and pay
the exercise price thereof.
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<PAGE>
17. Successors and Assigns. The Company may assign any of its rights
under this Subscription Agreement. This Subscription Agreement shall be binding
upon and inure to the benefit of the successors and assigns of the Company.
Subject to the restrictions on transfer set forth herein and in the Plan, this
Subscription Agreement shall be binding upon me and my heirs, executors,
administrators, legal representatives, successors and assigns.
18. Entire Agreement. The Plan is incorporated herein by this
reference. This Subscription Agreement and the Plan (the "Agreements")
constitute the entire agreement of the Company and myself and supersede all
prior undertakings and agreements, oral or written, with respect to the subject
matter hereof. The Agreements may not be contradicted by evidence of any prior
or contemporaneous agreement. To the extent that the policies and procedures of
the Company apply to me and are inconsistent with the terms of the Agreements,
the provisions of the Agreements shall control.
19. Amendments; Waivers. This Subscription Agreement may not be
modified, amended, or terminated except by an instrument in writing, signed by
the Company and myself. No failure to exercise and no delay in exercising any
right, remedy, or power under this Subscription Agreement shall operate as a
waiver thereof, nor shall any single or partial exercise of any right, remedy,
or power under this Subscription Agreement preclude any other or further
exercise thereof, or the exercise of any other right, remedy, or power provided
herein or by law or in equity.
20. Severability; Enforcement. If a court or arbitrator holds any
provision of this Subscription Agreement to be invalid, unenforceable, or void,
the remainder of this Subscription Agreement shall remain in full force and
effect.
21. Attorneys' Fees and Costs. In any legal action, arbitration, or
other proceeding brought to enforce or interpret the terms of this Subscription
Agreement, the prevailing party shall be entitled to recover reasonable
attorneys' fees and costs.
22. Governing Law. This Subscription Agreement shall be governed by and
construed in accordance with the law of the State of California, without
reference to that body of law concerning choice of law or conflicts of law,
except that the General Corporation Law of Delaware ("GCLD") shall apply to all
matters governed by the GCLD, including without limitation matters concerning
the validity of grants of stock options and actions of the Company's board of
directors or any committee thereof.
23. Action by the Company. All actions required or permitted to be
taken under this Subscription Agreement by the Company, including without
limitation, exercise of discretion, consents, waivers, and amendments to this
Subscription Agreement, shall be made and authorized only by the President or by
his or her representative specifically authorized to fulfill these obligations
under this Subscription Agreement.
24. Notices. All notices required or permitted by this Subscription
Agreement must be in writing and shall be deemed to have been duly given if
delivered by hand; mailed, postage
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<PAGE>
prepaid, by certified or registered mail, return receipt requested; or deposited
with any return receipt express courier, prepaid; and addressed to me at the
address listed above or to the Company at: Alliance Semiconductor Corporation,
3099 North First Street, San Jose, California 95134, Attn: General Counsel. I
shall timely notify the Company in writing of any change in my address. Notice
of change of address shall be effective only when done in accordance with this
Paragraph 24. All notices shall be deemed to have been given or delivered upon:
personal delivery; three days after deposit in the United States mail by
certified or registered mail, return receipt requested; or one business day
after deposit with any return receipt express courier (prepaid).
Acceptance
I hereby acknowledge: I have received a copy of the Plan and
Subscription Agreement; I have had the opportunity to consult legal
counsel in regard to the Plan and Subscription Agreement, and have
availed myself of that opportunity to the extent I wish to do so; I
have read and understand the Plan and Subscription Agreement, and am
fully aware of the legal effect of each; I have entered into this
Subscription Agreement freely and voluntarily and based on my own
judgment and not on any representations or promises other than those
contained in the Plan and Subscription Agreement; and I have entered
into this Subscription Agreement subject to all the terms and
conditions of the Plan and this Subscription Agreement.
I acknowledge that there may be adverse tax consequences upon exercise
of any option exercised pursuant to the Plan and Subscription
Agreement, or pursuant to the disposition of any shares acquired
thereby, and that I should consult a tax adviser prior to any such
exercise or disposition.
SIGNATURE: ______________________________________
SOCIAL SECURITY #: ______________________________
DATE: ___________________________________________
SPOUSE'S SIGNATURE (necessary
if beneficiary is not spouse):
- -------------------------------------------------
(Signature)
- -------------------------------------------------
(Print name)
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<PAGE>
[GRAPHIC OMITTED](R)
ALLIANCE SEMICONDUCTOR CORPORATION
1996 EMPLOYEE STOCK PURCHASE PLAN
NOTICE OF WITHDRAWAL
I, __________________________, hereby elect to withdraw my
participation in the 1996 Employee Stock Purchase Plan (the "Plan") of Alliance
Semiconductor Corporation (the "Company") for the Offering Period commencing
______________________. This withdrawal covers all Contributions credited to my
account (and not already used for the purchase of options pursuant to the Plan)
and is effective on the date designated below.
I understand that all Contributions credited to my account (and not
already used for the purchase of options pursuant to the Plan) will be paid to
me within ten (10) business days of receipt by the Company of this Notice of
Withdrawal and that my option for the current period will automatically
terminate, and that no further Contributions for the purchase of shares can be
made by me during the Offering Period.
I further understand and agree that I shall be eligible to participate
in succeeding offering periods only by delivering to the Company a new
Subscription Agreement.
Dated:___________________ __________________________________
Signature of Employee
__________________________________
Social Security Number
EXHIBIT 5.1
October 4, 1996
Alliance Semiconductor Corporation
3099 North First Street
San Jose, CA 95134
Registration Statement on Form S-8
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-8 (the
"Registration Statement") to be filed by Alliance Semiconductor Corporation, a
Delaware corporation (the "Company") with the Securities and Exchange Commission
(the "Commission") on or about October 4, 1996 in connection with the
registration under the Securities Act of 1933, as amended, of a total of 750,000
shares of the Company's Common Stock, $0.01 par value per share (the "Shares"),
reserved for issuance under the Company's 1996 Employee Stock Purchase Plan. As
outside counsel to the Company, we have examined the proceedings taken by the
Company in connection with the registration of the Shares.
It is our opinion that upon conclusion of the proceedings being taken
or contemplated by us, as the Company's outside counsel, to be taken prior to
the issuance of the Shares, and upon completion of the proceedings being taken
in order to permit such transactions to be carried out in accordance with the
securities laws of the various states where required, the Shares when issued and
sold in the manner described in the Registration Statement and the related
Prospectus will be legally and validly issued, fully paid and non-assessable.
We consent to the use of this opinion as an exhibit to the Registration
Statement and further consent to the use of our name wherever appearing in the
Registration Statement, including the Prospectus constituting a part thereof,
and in any amendment thereto.
Very truly yours,
VENTURE LAW GROUP
A Professional Corporation
/s/ Venture Law Group
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
[See Page II-5]
EXHIBIT 23.2
CONSENT OF COUNSEL
[See Exhibit 5.1]
EXHIBIT 24.1
POWER OF ATTORNEY
[See Page II-4]
