As filed with the Securities and Exchange Commission on July 26, 1996
Registration No. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
TRIQUINT SEMICONDUCTOR, INC.
(Exact name of Registrant as spec fied in its charter)
California 95-3654013
----------------------- ------------------------------------
(State of incorporation) (I.R.S. Employer Identification No.)
3625A S.W. Murray Boulevard
Beaverton, Oregon 97005
(Address, including zip code, of Registrant's principal executive offices)
1996 STOCK INCENTIVE PROGRAM
(Full title of the plan)
Edward C.V. Winn
Executive Vice President, Finance and
Administration,
and Chief Financial Officer
TRIQUINT SEMICONDUCTOR, INC.
3625A S.W. Murray Boulevard
Beaverton, Oregon 97005
(503) 644-3535
(Name, address, and telephone number, including area code, of agent for service)
Copies to:
CHRIS F. FENNELL, ESQ.
Wilson, Sonsini, Goodrich & Rosati
Professional Corporation
650 Page Mill Road
Palo Alto, CA 94306
(415) 493-9300
<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
==================================================================================================================
Proposed Proposed
Maximum Maximum
Title of Each Class Amount Offering Aggregate Amount of
of Securities to to be Price Offering Registration
be Registered Registered Per Share Price Fee
- ------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, no par value, to be issued 400,000 shares 16.82(1) 6,728,000 2,320.00
under the 1996 Stock Incentive Program
==================================================================================================================
<FN>
(1) Estimated in accordance with Rule 457(c) solely for the purpose of
calculating the registration fee based upon the average of the high and low
prices of the Common Stock as reported on the Nasdaq National on July 24,
1996.
</FN>
</TABLE>
================================================================================
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
There are hereby incorporated by reference the following documents and
information heretofore filed with the Securities and Exchange Commission:
Item 3(a).
The Registrant's Annual Report on Form 10-K for the year ending
December 31, 1995.
Item 3(b).
All 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 have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference in this registration statement and to be part
hereof from the date of filing such documents.
Item 3(c).
The description of the Registrant's Common Stock which is
contained in items 1 and 2 of its Registration Statement on Form 8-A filed
pursuant to Section 12(g) of the Exchange Act on October 21, 1993, and any
further amendment or report filed hereafter for the purpose of updating such
description.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Section 317 of the California Corporations Code 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
Four of the
<PAGE>
Registrant's Restated Articles of Incorporation and Section 9.7 of the
Registrant's Bylaws provide for indemnification of its directors, officers,
employees and other agents to the maximum extent permitted by the California
Corporations code. In addition, the Registrant has entered into indemnification
agreements with its officers and directors. The registration rights agreements
entered into by the Registrant and certain holders (the "Holders") of its Common
Stock provide for cross-indemnification of the Holders and of the Registrant,
its officers and directors for certain liabilities arising under the Securities
Act or otherwise.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Exhibit
Number Document
-------- --------
4.1 1996 Stock Incentive Program and forms of agreement
thereunder.
5.1 Opinion of Wilson, Sonsini, Goodrich & Rosati, a
Professional Corporation.
23.1 Consent of Independent Accountants.
23.2 Consent of Counsel (contained in Exhibit 5.1).
26.1 Power of Attorney (see page II-5).
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 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.
II-2
<PAGE>
(3) To remove from registration by means of 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 indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of
Registrant pursuant to the California General Corporations Code, the Restated
Articles of Incorporation or the Bylaws of Registrant, Indemnification
Agreements entered into between Registrant and its officers and directors, or
otherwise, Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Securities Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered hereunder, Registrant will,
unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
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, TriQuint Semiconductor, Inc., a corporation organized and existing
under the laws of the State of California, 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 Beaverton, State of
Oregon, on this 26th day of July, 1996.
TRIQUINT SEMICONDUCTOR, INC.
By: /s/ EDWARD C.V. WINN
--------------------------------------------
Edward C.V. Winn
Executive Vice President, Finance and
Administration, and Chief Financial Officer
II-4
<PAGE>
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Steven J. Sharp and Edward C.V. Winn,
jointly and severally, his or her attorneys-in-fact, each with the power of
substitution, for him or her in any and all capacities, to sign any amendments
to this Registration Statement on Form S-8 and to file the same, with exhibits
thereto and other documents in connection therewith, with the Securities and
Exchange Commission, hereby ratifying and confirming all that each of said
attorneys-in-fact, or his substitute or substitutes, may do or cause to be done
by virtue hereof.
<TABLE>
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.
<CAPTION>
Signature Title Date
- ---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
President, Chief Executive Officer July 26, 1996
/s/ STEVEN J. SHARP and Chairman (Principal Executive
- ----------------------------------- Officer)
(Steven J. Sharp)
Executive Vice President, Finance July 26, 1996
/s/ EDWARD C.V. WINN and Administration, and Chief
- ----------------------------------- Financial Officer (Principal
(Edward C.V. Winn) Financial and Accounting Officer)
/s/ PAUL GARY Director July 26, 1996
- -----------------------------------
(Paul Gary)
/s/ CHARLES SCOTT GIBSON Director July 26, 1996
- -----------------------------------
(Charles Scott Gibson)
/s/ E. Floyd Kvamme Director July 26, 1996
- -----------------------------------
(E. Floyd Kvamme)
/s/ DR. WALDEN C. RHINES Director July 26, 1996
- -----------------------------------
(Dr. Walden C. Rhines)
/s/ EDWARD F. TUCK Director July 26, 1996
- -----------------------------------
(Edward F. Tuck)
</TABLE>
II-5
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------------------
EXHIBITS
-----------------------------------
Registration Statement on Form S-8
Triquint Semiconductor, Inc.
July 26, 1996
<PAGE>
<TABLE>
INDEX TO EXHIBITS
<CAPTION>
Sequentially
Exhibit Numbered
Number Exhibit Page
------- ------- -----
<S> <C> <C>
4.1 1996 Stock Incentive Program and forms of agreement
thereunder......................................................
5.1 Opinion of Wilson, Sonsini, Goodrich & Rosati, a Professional
Corporation.....................................................
23.1 Consent of Independent Accountants .............................
23.2 Consent of Counsel (included in Exhibit 5.1) ...................
24.1 Power of Attorney (see page II-5) ..............................
</TABLE>
TRIQUINT SEMICONDUCTOR, INC.
1996 STOCK INCENTIVE PROGRAM
1. Purposes of the Program. The purposes of this Stock Incentive
Program are to attract and retain the best available personnel for positions of
substantial responsibility, to provide additional incentive to the Employees,
Consultants and certain Outside Directors of the Company and to promote the
success of the Company's business.
Options granted hereunder may be either Incentive Stock Options or
Nonstatutory Stock Options, at the discretion of the Board and as reflected in
the terms of the written option agreement. The Program also provides for
automatic grants of Nonstatutory Stock Options to Outside Directors who are
neither representatives nor employees of shareholders owning more than one
percent (1%) of the outstanding shares of the Company.
2. Definitions. As used herein, the following definitions shall apply:
(a) "Administrator" shall mean the Board or any of its Committees
as shall be administering the Program, in accordance with Section 4 of the
Program.
(b) "Board" shall mean the Board of Directors of the Company.
(c) "Code" shall mean the Internal Revenue Code of 1986, as
amended.
(d) "Common Stock" shall mean the Common Stock of the Company.
(e) "Company" shall mean TriQuint Semiconductor, Inc., a California
corporation.
(f) "Committee" shall mean a Committee appointed by the Board of
Directors in accordance with Section 4 of the Program.
(g) "Consultant" shall mean any person who is engaged by the
Company or any Parent or Subsidiary to render consulting services and is
compensated for such consulting services; provided that the term Consultant
shall not include directors who are not compensated for their services; or are
paid only a director's fee by the Company.
(h) "Director" shall mean a member of the Board.
(i) "Continuous Status as an Employee, Consultant or Outside
Director" shall mean the absence of any interruption or termination of service
as an Employee, Consultant or Outside Director. Continuous Status as an
Employee, Consultant or Outside Director shall not be considered interrupted in
the case of sick leave, military leave, or any other leave of absence approved
by the Administrator; 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.
<PAGE>
(j) "Employee" shall mean any person, including officers and
directors, employed by the Company or any Parent or Subsidiary of the Company.
The payment of a director's fee by the Company shall not be sufficient to
constitute "employment" by the Company.
(k) "Exchange Act" shall mean the Securities Exchange Act of 1934,
as amended.
(l) "Incentive Stock Option" shall mean an Option intended to
qualify as an incentive stock option within the meaning of Section 422 of the
Code and the regulations promulgated thereunder.
(m) "Nonstatutory Stock Option" shall mean an Option not intended
to qualify as an Incentive Stock Option.
(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) "Option" shall mean a stock option granted pursuant to the
Program.
(p) "Optioned Stock" shall mean the Common Stock subject to an
Option.
(q) "Optionee" shall mean an Employee, Consultant or Outside
Director who holds an outstanding Option.
(r) "Outside Director" shall mean a member of the Board of
Directors of the Company who is not an Employee.
(s) "Parent" shall mean a "parent corporation", whether now or
hereafter existing, as defined in Section 424(e) of the Code.
(t) "Program" shall mean this 1996 Stock Incentive Program.
(u) "Rule 16b-3" shall mean Rule 16b-3 of the Exchange Act or any
successor to Rule 16b-3, as in effect when discretion is being exercised with
respect to the Program.
(v) "Share" shall mean a share of the Common Stock, as adjusted in
accordance with Section 10 of the Program.
(w) "Subsidiary" shall mean a "subsidiary corporation", whether now
or hereafter existing, as defined in Section 424(f) of the Code.
3. Stock Subject to the Program. Subject to the provisions of Section
10 of the Program, the maximum aggregate number of shares under the Program is
400,000 shares of Common Stock. The Shares may be authorized, but unissued, or
reacquired Common Stock.
-2-
<PAGE>
If an Option should expire or become unexercisable for any reason
without having been exercised in full, the unpurchased Shares which were subject
thereto shall, unless the Program shall have been terminated, become available
for future grant under the Program. Notwithstanding the above, however, if
Shares are issued upon exercise of an Option and later repurchased by the
Company, such Shares shall not become available for future grant or sale under
the Program.
4. Administration of the Program.
(a) Composition of Administrator.
(i) Multiple Administrative Bodies. If permitted by Rule 16b-3
and by the legal requirements relating to the administration of incentive stock
option plans, if any, of California corporate and securities laws and the Code,
(collectively, the "Applicable Laws"), the Program may (but need not) be
administered by different bodies with respect to Directors, Officers who are not
Directors, and Employees who are neither Directors nor Officers.
(ii) Administration With Respect to Directors and Officers
Subject to Section 16(b). With respect to Option grants made to Employees who
are also Officers or Directors subject to Section 16(b) of the Exchange Act, the
Program shall be administered by (A) the Board, if the Board may administer the
Program in compliance with the rules governing a plan intended to qualify as a
discretionary plan under Rule 16b-3, or (B) a committee designated by the Board
to administer the Program, which committee shall be constituted to comply with
the rules governing a plan intended to qualify as a discretionary plan under
Rule 16b-3. Once appointed, such Committee shall continue to serve in its
designated capacity until otherwise directed by the Board. From time to time the
Board may increase the size of the Committee and appoint additional members,
remove members (with or without cause) and substitute new members, fill
vacancies (however caused), and remove all members of the Committee and
thereafter directly administer the Program, all to the extent permitted by the
rules governing a plan intended to qualify as a discretionary plan under Rule
16b-3. However, with respect to Options granted to certain Outside Directors
pursuant to Section 8(b)(ii) hereof, the Administrator shall exercise no
discretion and such awards shall be administered solely according to their
terms.
(iii) Administration With Respect to Other Persons. With
respect to Option grants made to Employees or Consultants who are neither
Directors nor Officers of the Company, the Program shall be administered by (A)
the Board or (B) a committee designated by the Board, which committee shall be
constituted to satisfy Applicable Laws. Once appointed, such Committee shall
serve in its designated capacity until otherwise directed by the Board. The
Board may increase the size of the Committee and appoint additional members,
remove members (with or without cause) and substitute new members, fill
vacancies (however caused), and remove all members of the Committee and
thereafter directly administer the Program, all to the extent permitted by
Applicable Laws.
(b) Powers of the Administrator. Subject to the provisions of the
Program, the Administrator shall have the authority, in its discretion: (i) to
grant Incentive Stock Options or Nonstatutory Stock Options; (ii) to determine,
upon review of relevant information and in accordance
-3-
<PAGE>
with Section 7 of the Program, the fair market value of the Common Stock; (iii)
to determine the exercise price per share of Options to be granted, which
exercise price shall be determined in accordance with Section 7 of the Program;
(iv) to determine the Employees or Consultants to whom, and the time or times at
which, Options shall be granted and the number of shares to be represented by
each Option (except with respect to automatic Option grants made to certain
Outside Directors); (v) to interpret the Program; (vi) to prescribe, amend and
rescind rules and regulations relating to the Program; (vii) to determine the
terms and provisions of each Option granted (which need not be identical) and,
with the consent of the holder thereof, modify or amend each Option; (viii) to
authorize any person to execute on behalf of the Company any instrument required
to effectuate the grant of an Option previously granted by the Administrator;
and (ix) to make all other determinations deemed necessary or advisable for the
administration of the Program. However, with respect to Options granted to
certain Outside Directors pursuant to Section 8(b)(ii) hereof, the Administrator
shall exercise no discretion and such awards shall be administered solely
according to their terms.
(c) Effect of Administrator's Decision. All decisions,
determinations and interpretations of the Administrator shall be final and
binding on all Optionees and any other holders of any Options granted under the
Program.
5. Eligibility.
(a) Options may be granted to Employees and Consultants; Options
may also be granted to Outside Directors who are neither employees nor
representatives of shareholders owning more than one percent (1%) of the
outstanding shares of the Company. However, (i) Incentive Stock Options may be
granted only to Employees, and (ii) Options may only be granted to Outside
Directors who are neither employees nor representatives of shareholders owning
more than one percent (1%) of the outstanding shares of the Company in
accordance with the provisions of Section 8(b)(ii) hereof. An Employee,
Consultant or Outside Director who has been granted an Option may, if he is
otherwise eligible, be granted an additional Option or Options.
(b) To the extent that the aggregate fair market value of Shares
subject to an Optionee's incentive stock options granted by the Company, any
Parent or Subsidiary, which become exercisable for the first time during any
calendar year (under all plans or programs of the Company or any Parent or
Subsidiary) exceeds $100,000, such excess Options shall be treated as
Nonstatutory Stock Options. For purposes of this Section 5(b), incentive stock
options shall be taken into account in the order in which they were granted, and
the fair market value of the Shares shall be determined as of the time of grant.
(c) Neither the Program nor any Option shall confer upon any
Optionee any right with respect to continuation of employment or consulting
relationship with the Company, nor shall it interfere in any way with the
Optionee's right or the Company's right to terminate such employment or
consulting relationship at any time with or without cause.
-4-
<PAGE>
(d) The following limitations shall apply to grants of Options
under the Program (defined below):
(i) The President of the Company shall not be granted, in any
fiscal year of the Company, options to purchase more than 250,000 Shares, and no
other Employee shall be granted, in any fiscal year of the Company, Options to
purchase more than 125,000 Shares.
(ii) The foregoing limitations shall be adjusted
proportionately in connection with any change in the Company's capitalization as
described in Section 10.
(iii) If an Option is canceled in the same fiscal year of the
Company in which it was granted (other than in connection with a transaction
described in Section 10), the canceled Option will be counted against the limit
set forth in Section (i) above. For this purpose, if the exercise price of an
Option is reduced, the transaction will be treated as a cancellation of the
Option and the grant of a new Option.
(iv) The foregoing limitations set forth in this Section 5(d)
are intended to satisfy the requirements applicable to Options intended to
qualify as "performance-based compensation" (within the meaning of Section
162(m) of the Code). In the event the Administrator determines that such
limitations are not required to qualify Options as performance-based
compensation, the Administrator may modify or eliminate such limitations.
6. Term of Program. The Program shall become effective upon the earlier
to occur of its adoption by the Board of Directors or its approval by vote of
the shareholders of the Company as described in Section 16 of the Program. It
shall continue in effect for a term of ten (10) years unless sooner terminated
under Section 12 of the Program.
7. Exercise Price and Consideration of Shares.
(a) The per Share exercise price for the Shares to be issued
pursuant to exercise of an Option shall be such price as is determined by the
Administrator, but in no event shall it be (i) less than 85% of the fair market
value per Share on the date of grant and (ii) in the case of an Incentive Stock
Option, not less than 100% of the fair market value per Share on the date of
grant. In the case of an Incentive Stock Option granted to an Employee who, at
the time of grant of such Incentive Stock Option owns stock representing more
than ten percent (10%) of the voting power of all classes of stock of the
Company or any Parent or Subsidiary, the per Share exercise price shall be no
less than 110% of the fair market value per Share on the date of grant.
(b) The fair market value shall be determined by the Administrator;
provided, however, in the event that the Common Stock is listed on any
established stock exchange or a national market system, including without
limitation the Nasdaq National Market or The Nasdaq SmallCap Market of The
Nasdaq Stock Market, its fair market value shall be the closing sales price for
such stock (or the closing bid, if no sales were reported) as quoted on such
exchange or system on the date of determination, as reported in The Wall Street
Journal or such other source as the
-5-
<PAGE>
Administrator deems reliable; or in the event that the Common Stock is regularly
quoted by a recognized securities dealer but selling prices are not reported,
the fair market value of a Share of Common Stock shall be the mean between the
high bid and low asked prices for the Common Stock on the last market trading
day prior to the day of determination, as reported in The Wall Street Journal or
such other source as the Administrator deems reliable.
(c) The consideration to be paid for the Shares to be issued upon
exercise of an Option, including the method of payment, shall be determined by
the Board and may consist entirely of:
(i) cash,
(ii) check,
(iii) promissory note,
(iv) other Shares of Common Stock which (i) either have been
owned by the Optionee for more than six (6) months on the
date of surrender or were not acquired, directly or
indirectly, from the Company, and (ii) have a fair market
value on the date of surrender equal to the aggregate
exercise price of the Shares as to which said option
shall be exercised,
(v) delivery of a properly executed exercise notice together
with such other documentation as the Administrator and
the broker, if applicable, shall require to effect an
exercise of the Option and delivery to the Company of the
sale or loan proceeds required to pay the exercise price,
or
(vi) any combination of such methods of payment, or such other
consideration and method of payment for the issuance of
Shares to the extent permitted under Sections 408 and 409
of the California General Corporation Law.
In making its determination as to the type of consideration to accept,
the Administrator shall consider if acceptance of such consideration may be
reasonably expected to benefit the Company (Section 315(b) of the California
General Corporation Law).
However, with respect to Options granted to certain Outside Directors
pursuant to Section 8(b)(ii) hereof, the consideration to be paid for the Shares
to be issued upon exercise of an Option, including the method of payment, shall
consist entirely of:
(i) cash,
(ii) check,
-6-
<PAGE>
(iii) other Shares of Common Stock which (i) either have been
owned by the Optionee for more than six (6) months on the
date of surrender or were not acquired, directly or
indirectly, from the Company, and (ii) have a fair market
value on the date of surrender equal to the aggregate
exercise price of the Shares as to which said option
shall be exercised,
(iv) delivery of a properly executed exercise notice together
with such other documentation as the Administrator and
the broker, if applicable, shall require to effect an
exercise of the Option and delivery to the Company of the
sale or loan proceeds required to pay the exercise price,
or
(v) any combination of such methods of payment.
8. Options.
(a) Term of Option. The term of each Option shall be ten (10) years
from the date of grant thereof or such shorter term as may be provided in the
Incentive Stock Option Agreement in the form attached hereto as Exhibit A. The
term of each Option that is not an Incentive Stock Option shall be ten (10)
years and one (1) day from the date of grant thereof or such shorter term as may
be provided in the Nonstatutory Stock Option Agreement in the form attached
hereto as Exhibit B-1 or B-2. However, in the case of an Option granted to an
Optionee who, at the time the Option is granted, owns stock representing more
than ten percent (10%) of the voting power of all classes of stock of the
Company or any Parent or Subsidiary, (a) if the Option is an Incentive Stock
Option, the term of the Option shall be five (5) years from the date of grant
thereof or such shorter time as may be provided in the Incentive Stock Option
Agreement, or (b) if the Option is not an Incentive Stock Option, the term of
the Option shall be five (5) years and one (1) day from the date of grant
thereof or such shorter term as may be provided in the Nonstatutory Stock Option
Agreement. However, with respect to Options granted to certain Outside Directors
pursuant to Section 8(b)(ii) hereof the term shall be as stated in such Section.
(b) Exercise of Option.
(i) Procedure for Exercise; Rights as a Shareholder. Any Option
granted hereunder, except for Options granted to certain Outside Directors in
accordance with Section 8(b)(ii) below, shall be exercisable at such times and
under such conditions as determined by the Administrator, including performance
criteria with respect to the Company and/or the Optionee, and shall be
permissible under the terms of the Program.
An Option may not be exercised for a fraction of a Share.
An Option shall be deemed to be exercised when written notice
of such exercise has been given to the Company in accordance with the terms of
the Option by the person entitled to exercise the Option and full payment for
the Shares with respect to which the Option is
-7-
<PAGE>
exercised has been received by the Company. Full payment may, as authorized by
the Administrator, consist of any consideration and method of payment allowable
under Section 7(c) of the Program. Until the issuance (as evidenced by the
appropriate entry on the books of the Company or of a duly authorized transfer
agent of the Company) of the stock certificate evidencing such Shares, which
issuance shall be made as soon as is practicable, no right to vote or receive
dividends or any other rights as a shareholder shall exist with respect to the
Optioned Stock, notwithstanding the exercise of the Option. The Company shall
issue (or cause to be issued) such stock certificate promptly upon exercise of
the Option. No adjustment will be made for a dividend or other right for which
the record date is prior to the date the stock certificate is issued, except as
provided in Section 10 of the Program.
Exercise of an Option in any manner shall result in a decrease
in the number of Shares which thereafter may be available, both for purposes of
the Program and for sale under the Option, by the number of Shares as to which
the Option is exercised.
(ii) Automatic Option Grants to Certain Outside Directors. The
provisions set forth in this Section 8(b)(ii) shall not be amended more than
once every six months, other than to comport with changes in the Code, the
Employee Retirement Income Security Act of 1974 as amended, or the rules or
regulations promulgated thereunder. All grants of Options to Outside Directors
under this Program shall be automatic and non-discretionary and shall be made
strictly in accordance with the following provisions:
(A) No person shall have any discretion to select which
Outside Directors shall be granted Options or to determine the number of shares
to be covered by Options granted to Outside Directors; provided, however, that
nothing in this Program shall be construed to prevent an Outside Director from
declining to receive an Option under this Program.
(B) On the date of each annual meeting of the Company's
shareholders (beginning with the 1996 annual meeting of shareholders), each
person who is then an Outside Director (including any person who first becomes
an Outside Director as of such date) and who is not a representative of
shareholders owning more than one percent (1%) of the outstanding shares of the
Company shall automatically receive an Option to purchase 6,000 Shares;
provided, however, that no options shall be granted to an Outside Director
pursuant to Section 8(b)(ii)(B) of this Program for any calendar year in which
the Outside Director has been granted options under the TriQuint Semiconductor,
Inc. 1987 Stock Incentive Program.
(C) Each Outside Director who is not a representative of
shareholders owning more than one percent (1%) of the outstanding shares of the
Company and who first becomes an Outside Director as of a date other than the
date of an annual meeting of the Company's shareholders shall automatically
receive, upon such date, an Option to purchase that number of Shares obtained by
multiplying 6,000 by a fraction, the numerator of which is the difference
obtained by subtracting from 12 the number of whole calendar months that have
elapsed since the date of the previous annual meeting of the Company's
shareholders and the denominator of which is 12; provided, however, that no
options shall be granted to any Outside Director pursuant to
-8-
<PAGE>
Section 8(b)(ii)(C) of this Program for any calendar year in which such Outside
Director has been granted options under the TriQuint Semiconductor, Inc. 1987
Stock Incentive Program..
(D) The terms of an Option granted pursuant to this
Section 8(b)(ii) shall be as follows:
(1) the term of the Option shall be five (5) years;
(2) except as provided in Sections 8(b)(iii), 8(b)(iv)
and 8(b)(v) of this Program, the Option shall be
exercisable only while the Outside Director
remains a director;
(3) the exercise price per share of Common Stock shall
be 100% of the fair market value on the date of
grant of the Option, provided that, with respect
to the Options granted on the date on which the
Company's registration statement on Form S-1 (or
any successor form thereof) is declared effective
by the Securities and Exchange Commission, the
fair market value of the Common Stock shall be the
Price to Public as set forth in the final
prospectus filed with the Securities and Exchange
Commission pursuant to Rule 424 under the
Securities Act of 1933, as amended;
(4) the Option shall become exercisable in
installments cumulatively with respect to
twenty-five percent (25%) of the Optioned Stock
six months after the date of grant and as to an
additional twelve and one-half percent (12.5%) of
the Optioned Stock each calendar quarter
thereafter, so that one hundred percent (100%) of
the Optioned Stock shall be exercisable two years
after the date of grant; provided, however, that
in no event shall any Option be exercisable prior
to obtaining shareholder approval of the Program.
(iii) Termination of Status as an Employee, Consultant or
Outside Director. In the event of termination of an Optionee's Continuous Status
as an Employee, Consultant or Outside Director, such Optionee may, but only
within three (3) months (or, for Options not granted pursuant to Section
8(b)(ii) hereof, for such other period of time, not exceeding three (3) months
in the case of an Incentive Stock Option or six (6) months in the case of a
Nonstatutory Stock Option, as is determined by the Administrator, with such
determination in the case of an Incentive Stock Option being made at the time of
grant of the Option) after the date of such termination (but in no event later
than the date of expiration of the term of such Option as set forth in the
Option Agreement), exercise his or her Option to the extent that the Optionee
was entitled to exercise it as of
-9-
<PAGE>
the date of such termination. To the extent that the Optionee was not entitled
to exercise the Option at the date of such termination, or if the Optionee does
not exercise such Option (which the Optionee was entitled to exercise) within
the time specified herein, the Option shall terminate.
(iv) Disability of Optionee. Notwithstanding the provisions of
Section 8(b)(iii) above, in the event of termination of an Optionee's Continuous
Status as an Employee, Consultant or Outside Director as a result of his or her
total and permanent disability (as defined in Section 22(e)(3) of the Code), the
Optionee may, but only within six (6) months (or, for Options not granted
pursuant to Section 8(b)(ii) hereof, for such other period of time not exceeding
twelve (12) months as is determined by the Board, with such determination in the
case of an Incentive Stock Option being made at the time of grant of the Option)
from the date of such termination (but in no event later than the date of
expiration of the term of such Option as set forth in the Option Agreement),
exercise his or her Option to the extent the Optionee was entitled to exercise
it at the date of such termination. To the extent that the Optionee was not
entitled to exercise the Option at the date of termination, or if the Optionee
does not exercise such Option (which the Optionee was entitled to exercise)
within the time specified herein, the Option shall terminate.
(v) Death of Optionee. In the event of the death of an
Optionee:
(A) during the term of the Option, where the Optionee is
at the time of his or her death an Employee, Consultant or Outside Director of
the Company and where such Optionee shall have been in Continuous Status as an
Employee, Consultant or Outside Director since the date of grant of the Option,
the Option may be exercised, at any time within one (1) year following the date
of death, by the Optionee's estate or by a person who acquired the right to
exercise the Option by bequest or inheritance, to the extent that he and she was
entitled to exercise it at the date of death; or
(B) within three (3) months after the termination of
Continuous Status as an Employee, Consultant or Outside Director for any reason
other than for cause or a voluntary termination initiated by the Optionee, the
Option may be exercised, at any time within one (1) year following the date of
death, by the Optionee's estate or by a person who acquired the right to
exercise the Option by bequest or inheritance, but only to the extent of the
right to exercise that had accrued at the date of termination.
(vi) Buyout Provisions. The Administrator may at any time offer
to buy out for a payment in cash or Shares, an Option previously granted based
on such terms and conditions as the Administrator shall establish and
communicate to the Optionee at the time that such offer is made; provided,
however, that the Administrator shall not offer to buy out any Options granted
pursuant to Section 8(b)(ii) of the Program.
(vii) Rule 16b-3. Options granted to individuals subject to
Section 16 of the Exchange Act ("Insiders") must comply with the applicable
provisions of Rule 16b-3 and shall contain such additional conditions or
restrictions as may be required thereunder to qualify for the maximum exemption
from Section 16 of the Exchange Act with respect to Program transactions.
-10-
<PAGE>
9. Non-Transferability of Options. The Options may not be sold,
pledged, assigned, hypothecated, transferred, or disposed of in any manner other
than by will or by the laws of descent or distribution and may be exercised,
during the lifetime of the Optionee, only by the Optionee.
10. Adjustments Upon Changes in Capitalization or Merger. Subject to
any required action by the shareholders of the Company, the number of shares of
Common Stock covered by each outstanding Option, and the number of shares of
Common Stock which have been authorized for issuance under the Program but as to
which no Options have yet been granted or which have been returned to the
Program upon cancellation or expiration of an Option, as well as the price per
share of Common Stock covered by each such outstanding Option, 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 issued 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 Administrator, whose determination in that respect shall be final,
binding and conclusive. Except as expressly provided herein, no issuance by the
Company of shares of stock of any class, or securities convertible into shares
of stock of any class, shall affect, and no adjustment by reason thereof shall
be made with respect to, the number or price of shares of Common Stock subject
to an Option.
In the event of the proposed dissolution or liquidation of the
Company, the Board shall notify the holder of an Option at least fifteen (15)
days prior to such proposed action. To the extent it has not been previously
exercised, the Option will terminate immediately prior to the consummation of
such proposed action.
In the event of a merger of the Company with or into another
corporation, or the sale of all or substantially all of the Company's assets,
the Option 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, that the Optionee shall have the right to
exercise the Option as to all of the Optioned Stock, including as to Shares as
to which the Option would not otherwise be exercisable. If the Board makes an
Option fully exercisable in lieu of assumption or substitution in the event of a
merger or sale of assets, the Board shall notify the Optionee that the Option
shall be fully exercisable for a period of thirty (30) days from the date of
such notice, and the Option will terminate upon the expiration of such period.
Provided, however, that notwithstanding any other provision of this Program,
Options granted pursuant to Section 8(b)(ii) hereof shall, in the event of a
merger of the Company with or into another corporation or the sale of all or
substantially all of the Company's assets, be assumed or an equivalent option
shall be substituted by such successor corporation or a parent or subsidiary of
such successor corporation; provided, further, however, that in the event the
successor corporation or a parent or subsidiary of such successor corporation
refuses to so assume or substitute such options, such options shall become fully
vested and exercisable including as to Shares as to which such options would not
otherwise be exercisable. For the purposes of this paragraph, the Option shall
be considered assumed if, following the merger or asset sale, the option confers
the right
-11-
<PAGE>
to purchase, for each Share of Optioned Stock subject to the Option immediately
prior to the merger or asset sale, the consideration (whether stock, cash, or
other securities or property) received in the merger or asset sale by holders of
Common Stock for each Share held on the effective date of the transaction (and
if holders were offered a choice of consideration, the type of consideration
chosen by the holders of a majority of the outstanding Shares); provided,
however, that if such consideration received in the merger or sale of assets was
not solely common stock of the successor corporation or its Parent, the
Administrator may, with the consent of the successor corporation, provide for
the consideration to be received upon the exercise of the Option, for each Share
of Optioned Stock subject to 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 in the merger or sale of
assets.
11. Time of Granting Options. The date of grant of an Option shall be
the date on which the Administrator makes the determination granting such
Option, except with respect to the date of grant of Options to certain Outside
Directors, which is set by the terms of the Program. Notice of the determination
shall be given to each Employee or Consultant to whom an Option is granted
within a reasonable time after the date of such grant.
12. Amendment and Termination of the Program.
(a) Amendment and Termination. The Board may at any time amend,
alter, suspend or terminate the Program.
(b) Shareholder Approval. The Company shall obtain shareholder
approval of any Program amendment to the extent necessary and desirable to
comply with Rule 16b-3 or with Section 422 of the Code (or any successor rule or
statute or other applicable law, rule or regulation, including the requirements
of any exchange or quotation system on which the Common Stock is listed or
quoted). Such shareholder approval, if required, shall be obtained in such a
manner and to such a degree as is required by the applicable law, rule or
regulation.
(c) Effect of Amendment or Termination. No amendment, alteration,
suspension or termination of the Program shall impair the rights of any
Optionee, unless mutually agreed otherwise between the Optionee and the
Administrator, which agreement must be in writing and signed by the Optionee and
the Company.
13. Conditions Upon Issuance of Shares. Shares shall not be issued
pursuant to the exercise of an Option unless the exercise of such Option and the
issuance and delivery of such Shares pursuant thereto shall comply with all
relevant provisions of law, including, without limitation, the Securities Act of
1933, as amended (the "Securities Act"), the Exchange Act, the rules and
regulations promulgated thereunder, 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.
-12-
<PAGE>
As a condition to the exercise of an Option, the Company may
require the person exercising such Option or making such purchase 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 relevant provisions of law.
14. Reservation of Shares. The Company, during the term of this
Program, will at all times reserve and keep available such number of Shares as
shall be sufficient to satisfy the requirements of the Program.
Inability of the Company to obtain authority from any regulatory
body having jurisdiction, which authority is deemed by the Company's counsel to
be necessary to the lawful issuance and sale of any Shares hereunder, shall
relieve the Company of any liability in respect of the failure to issue or sell
such Shares as to which such requisite authority shall not have been obtained.
15. Option Agreements. Each Option shall be designated in a written
option agreement as either an Incentive Stock Option or a Nonstatutory Stock
Option. Such agreements shall be subject to amendment from time to time as shall
be determined by the Administrator; provided, however, that agreements
reflecting option grants pursuant to Section 8(b)(ii) hereof shall contain only
the terms and conditions as set forth in this Program.
16. Shareholder Approval. Continuance of the Program shall be subject
to approval by the shareholders of the Company within twelve months before or
after the date the Program is adopted. Such shareholder approval shall be
obtained in the manner and to the degree required under applicable federal and
state law.
-13-
Exhibit 5.1
July 26, 1996
Triquint Semiconductor, Inc.
3625A S.W. Murray Boulevard
Beaverton, Oregon 97005
RE: Registration Statement on Form S-8
----------------------------------
Gentlemen:
We have examined the Registration Statement on Form S-8 to be filed by
you with the Securities and Exchange Commission on or about July 26, 1996 (the
"Registration Statement") in connection with the registration under the
Securities Act of 1933, as amended, for 400,000 shares of your Common Stock
under the 1996 Stock Incentive Program. Such shares of Common Stock are referred
to herein as the "Shares", and such plan is referred to herein as the "Plan". As
your counsel in connection with this transaction, we have examined the
proceedings taken and are familiar with the proceedings proposed to be taken by
you in connection with the issuance and sale of the Shares pursuant to the Plan.
It is our opinion that, when issued and sold in the manner described in
the Plan and pursuant to the agreements which accompany each grant under the
Plan, the Shares 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 and any amendments thereto.
Very truly yours,
WILSON, SONSINI, GOODRICH & ROSATI
Professional Corporation
/s/ WILSON, SONSINI, GOODRICH & ROSATI
Exhibit 23.1
KPMG Peat Marwick LLP
Suite 2000
1211 South West Fifth Avenue
Portland, OR 97204
Consent of Independent Certified Public Accountants
The Board of Directors
TriQuint Semiconductor, Inc.:
We consent to the use of our reports, dated February 9, 1996, incorporated by
reference in the Registration Statement on Form S-8, dated July 24, 1996, of
TriQuint Semiconductor, Inc.
As discussed in note 7 to the financial statements, in 1993 the Company adopted
the provisions of the Financial Accounting Standards Board's Statement of
Financial Accounting Standards, No. 109, Accounting for Income Taxes.
/s/ KPMG PEAT MARWICK LLP
Portland, Oregon
July 24, 1996
