<PAGE>
As filed with the Securities and Exchange Commission on March 18, 1999
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 SPECIFIED IN ITS CHARTER)
---------------------------
DELAWARE 95-3654013
------------------------ ------------------------------------
(STATE OF INCORPORATION) (I.R.S. EMPLOYER IDENTIFICATION NO.)
2300 N.E. Brookwood Parkway
Hillsboro, Oregon 97124
(ADDRESS, INCLUDING ZIP CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
---------------------------
1996 STOCK INCENTIVE PROGRAM
(FULL TITLE OF THE PLAN)
---------------------------
STEVEN J. SHARP
President, Chief Executive Officer & Chairman
TriQuint Semiconductor, Inc.
2300 N.E. Brookwood Parkway
Hillsboro, Oregon 97124
(503) 615-9000
(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
(650) 493-9300
---------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------------------
PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TITLE OF EACH CLASS OF SECURITIES AMOUNT TO BE OFFERING PRICE AGGREGATE OFFERING REGISTRATION
TO BE REGISTERED REGISTERED PER SHARE PRICE FEE(1)
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.001 per share par value,
to be issued under the 1996 Stock Incentive
Program 450,000 SHARES $19.85(1) $8,930,250.00 $2,483.00
- ----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(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 Market on
March 15, 1999.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
The contents of the Registrant's Form S-8 Registration Statement
(Registration Statement No. 333-31585) filed with the Commission on July 17,
1997 are incorporated herein by reference.
PART II INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 8. Exhibits
<TABLE>
<CAPTION>
Exhibit
Number Documents
- ------------ ----------------------------------------------------------------
<S> <C>
4.1 1996 Stock Incentive Program, as amended
5.1 Opinion of counsel as to legality of securities being registered
23.1 Consent of Counsel (contained in Exhibit 5.1)
23.2 Consent of Independent Auditors
24.1 Power of Attorney (see page II-4)
</TABLE>
ITEM 9. UNDERTAKINGS
A. The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement to include
any material information with respect to the plan of distribution not
previously disclosed in the registration statement or any material change to
such information in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
B. The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, as amended, (the
"Securities Act") each filing of the registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and,
where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in the registration statement shall be deemed to be
a new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
C. Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling
persons of the Company pursuant to the Delaware General Corporation Law, the
Articles of Incorporation of the Company, the Bylaws of the Company,
indemnification agreements entered into between the Company and its officers
and directors or otherwise, the Company has been advised that in the opinion
of the Securities and Exchange Commission such indemnification is against
public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Company in 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 Company will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question 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-1
<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 Delaware, 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 Hillsboro, State of Oregon, on this 15th day of March, 1999.
TRIQUINT SEMICONDUCTOR, INC.
By: /s/ Steven J. Sharp
-------------------------------------------
Steven J. Sharp
President, Chief Executive Officer
and Chairman (Principal Executive Officer)
II-2
<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.
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.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------------- --------------------------------------- --------------
<S> <C> <C>
/s/ Steven J. Sharp President, Chief Executive Officer and March 15, 1999
- ------------------------------------ Chairman (Principal Executive Officer)
Steven J. Sharp
/s/ Edward C.V. Winn Executive Vice President, Finance and March 15, 1999
- ------------------------------------ Administration, and Chief Financial
Edward C.V. Winn Officer (Principal Financial and
Accounting Officer)
/s/ Dr. Paul A. Gary Director March 15, 1999
- ------------------------------------
Dr. Paul A. Gary
/s/ Charles Scott Gibson Director March 15, 1999
- ------------------------------------
Charles Scott Gibson
/s/ E. Floyd Kvamme Director March 15, 1999
- ------------------------------------
E. Floyd Kvamme
/s/ Dr. Walden C. Rhines Director March 15, 1999
- ------------------------------------
Dr. Walden C. Rhines
/s/ Edward F. Tuck Director March 15, 1999
- ------------------------------------
Edward F. Tuck
</TABLE>
II-3
<PAGE>
TRIQUINT SEMICONDUCTOR, INC.
REGISTRATION STATEMENT ON FORM S-8
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- -------------- -----------------------------------------------------
<S> <C>
4.1 1996 Stock Incentive Program, as amended
5.1 Opinion of counsel as to legality of securities being
registered
23.1 Consent of Counsel (contained in Exhibit 5.1)
23.2 Consent of Independent Auditors
24.1 Power of Attorney (contained in page II-5)
</TABLE>
II-4
<PAGE>
TRIQUINT SEMICONDUCTOR, INC.
1996 STOCK INCENTIVE PROGRAM
(AS AMENDED AND RESTATED EFFECTIVE MAY 1998)
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 agree ment. The Program also provides for
automatic grants of Nonstatutory Stock Options to Outside Directors who are
neither representatives nor employees or 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) "APPLICABLE LAWS" means the requirements relating to the
administration of stock option plans under U. S. state corporate laws, U.S.
federal and state securities laws, the Code, any stock exchange or quotation
system on which the Common Stock is listed or quoted and the applicable laws
of any foreign country or jurisdiction where Options or Stock Purchase Rights
are, or will be, granted under the Plan.
(c) "BOARD" shall mean the Board of Directors of the Company.
(d) "CODE" shall mean the Internal Revenue Code of 1986, as amended.
(e) "COMMON STOCK" shall mean the Common Stock of the Company.
(f) "COMPANY" shall mean TriQuint Semiconductor, Inc., a Delaware
corporation.
(g) "COMMITTEE" shall mean a Committee appointed by the Board of Directors
in accordance with Section 4 of the Program.
(h) "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.
(i) "DIRECTOR" shall mean a member of the Board.
(j) "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
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<PAGE>
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.
(k) "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.
(l) "EXCHANGE ACT" shall mean the Securities Exchange Act of 1934, as
amended.
(m) "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.
(n) "NONSTATUTORY STOCK OPTION" shall mean an Option not intended to
qualify as an Incentive Stock Option.
(o) "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.
(p) "OPTION" shall mean a stock option granted pursuant to the Program.
(q) "OPTIONED STOCK" shall mean the Common Stock subject to an
Option.
(r) "OPTIONEE" shall mean an Employee, Consultant or Outside
Director who holds an outstanding Option.
(s) "OUTSIDE DIRECTOR" shall mean a member of the Board of
Directors of the Company who is not an Employee.
(t) "PARENT" shall mean a "parent corporation", whether now or
hereafter existing, as defined in Section 424(e) of the Code.
(u) "PROGRAM" shall mean this 1996 Stock Incentive Program.
(v) "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.
(w) "SHARE" shall mean a share of the Common Stock, as
adjusted in accordance with Section 10 of the Program.
(x) "SUBSIDIARY" shall mean a "subsidiary corporation",
whether now or hereafter existing, as defined in Section 424(f) of the Code.
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<PAGE>
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 1,250,000 shares of Common Stock. The Shares may be authorized, but
unissued, or reacquired Common Stock.
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) PROCEDURE.
(i) MULTIPLE ADMINISTRATIVE BODIES. The Plan may be
administered by different Committees with respect to different groups of
Service Providers.
(ii) SECTION 162(m). To the extent that the Administrator
determines it to be desirable to qualify Options granted hereunder as
"performance-based compensation" within the meaning of Section 162(m) of the
Code, the Plan shall be administered by a Committee of two or more "outside
directors" within the meaning of Section 162(m) of the Code.
(iii) RULE 16b-3. To the extent desirable to qualify
transactions hereunder as exempt under Rule 16b-3, the transactions
contemplated hereunder shall be structured to satisfy the requirements for
exemption under Rule 16b-3.
(iv) OTHER ADMINISTRATION. Other than as provided above, the
Plan shall be administered by (A) the Board or (B) a Committee, which
committee shall be constituted to satisfy 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 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; (ix) to allow Optionees to satisfy
withholding tax obligations by electing to have the Company withhold from the
-3-
<PAGE>
Shares to be issued upon exercise of an Option that number of Shares having a
Fair Market Value equal to the amount required to be withheld; and (x) 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 Sec tion 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.
(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.
-4-
<PAGE>
(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 a Nonstatutory Stock Option shall be such price as is
determined by the Administrator, but in no event shall it be (i) less than
50% 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 for the last market trading day prior to the time of
determination, as reported in THE WALL STREET JOURNAL or such other source as
the 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:
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<PAGE>
(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.
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,
(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,
-6-
<PAGE>
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 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
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<PAGE>
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 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;
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<PAGE>
(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 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
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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.
9. NON-TRANSFERABILITY OF OPTIONS. Unless determined otherwise by the
Administrator, an Option 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. If the Administrator makes an Option
transferable, such option shall contain such additional terms and conditions
as the Administrator deems appropriate.
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
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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 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
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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 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.
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.
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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.
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EXHIBIT 5.1
WILSON SONSINI GOODRICH & ROSATI
Professional Corporation
650 Page Mill Road
Palo Alto, CA 94306
March 17, 1999
TriQuint Semiconductor, Inc.
2300 N.E. Brookwood Parkway
Hillsborough, Oregon 97124
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 March 18, 1999 (the
"Registration Statement") in connection with the registration under the
Securities Act of 1933, as amended, of 450,000 shares of your Common Stock under
the 1996 Stock Incentive Program, as amended. 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
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
TriQuint Semiconductor, Inc.:
We consent to the incorporation by reference in the registration statement on
Form S-8 of our reports dated February 6, 1998, relating to the balance sheets
of TriQuint Semiconductor, Inc. as of December 31, 1997 and 1996, and the
related statements of operations, shareholders' equity and cash flows and the
related financial statement schedules for each of the years in the three year
period ended December 31, 1997, which reports appear in, or are incorporated by
reference in, TriQuint Semiconductor, Inc.'s annual report on Form 10-K for the
year ended December 31, 1997.
KPMG Peat Marwick LLP
Portland, Oregon
March 17, 1999
