<PAGE>
As filed with the Securities and Exchange Commission on June 22, 1999
Registration No. 333-_______.
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- -------------------------------------------------------------------------------
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)
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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
------------------
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
- ---------------------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------------------
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 475,000 shares $55.78(1) $26,495,500 $7,365.75
- ---------------------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------------------
</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
June 16, 1999.
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
<PAGE>
The contents of the Registrant's Form S-8 Registration Statements
(Registration Statement No. 333-31585 and 333-74617) filed with the Commission
on July 17, 1997 and March 18, 1999 are incorporated herein by reference.
PART II INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 8. EXHIBITS
Exhibit
Number Documents
------- -----------------------------------------------
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-5)
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.
II-2
<PAGE>
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-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 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 21st day of June, 1999.
TRIQUINT SEMICONDUCTOR, INC.
By: /s/ Edward C.V. Winn
---------------------------------------
Edward C.V. Winn
Executive Vice President, Finance and
Administration, and Chief Financial
Officer (Principal Financial and
Accounting 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.
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 Chairman June 21, 1999
Steven J. Sharp (Principal Executive Officer)
/s/ Edward C.V. Winn
- ----------------------- Executive Vice President, Finance and June 21, 1999
Edward C.V. Winn Administration, and Chief Financial Officer
(Principal Financial and Accounting Officer)
/s/ Dr. Paul A. Gary
- ----------------------- Director June 21, 1999
Dr. Paul A. Gary
- ----------------------- Director June , 1999
Charles Scott Gibson
/s/ Dr. Walden C. Rhines
- ----------------------- Director June 21, 1999
Dr. Walden C. Rhines
/s/ Edward F. Tuck
- ----------------------- Director June 21, 1999
Edward F. Tuck
</TABLE>
II-5
<PAGE>
TRIQUINT SEMICONDUCTOR, INC.
REGISTRATION STATEMENT ON FORM S-8
INDEX TO EXHIBITS
Exhibit
Number Description
------- -----------
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)
II-6
<PAGE>
Exhibit 4.1
TRIQUINT SEMICONDUCTOR, INC.
1996 STOCK INCENTIVE PROGRAM
(AS AMENDED AND RESTATED EFFECTIVE MAY 1999)
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 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
<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
1,725,000 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 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.
(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:
-5-
<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
-7-
<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;
-8-
<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) ADDITIONAL AUTOMATIC OPTION GRANTS TO OUTSIDE DIRECTORS.
The provisions set forth in this Section 8(b)(iii) 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) Each Outside Director as of May 26, 1999
shall be automatically granted an Option to purchase 18,000 Shares at an
exercise price equal to 100% of the fair market value on such date. On or after
May 26, 1999, each person who becomes an Outside Director after date shall
automatically receive an Option to purchase 18,000 Shares; provided,
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however that an Inside Director who ceases to be an Inside Director but who
remains a Director shall not receive such automatic grant.
(C) The terms of an Option granted pursuant to
this Section 8(b)(iii) shall be as follows:
(1) the term of the Option shall be ten (10)
years;
(2) except as provided in Sections 8(b)(iv),
8(b)(v) and 8(b)(vi) 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;
(4) the Option shall become exercisable in
installments cumulatively with respect to
twenty-eight percent (28%) of the Optioned
Stock one year after the date of grant and as
to an additional two percent (2%) of the
Optioned Stock each calendar month
thereafter, so that one hundred percent
(100%) of the Optioned Stock shall be
exercisable four years after the date of
grant.
(iv) 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 Sections
8(b)(ii) and (iii) 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.
(v) DISABILITY OF OPTIONEE. Notwithstanding the provisions
of Section 8(b)(iv) 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 Sections 8(b)(ii) and (iii) 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
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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.
(vi) 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.
(vii) 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 Sections 8(b)(ii) or (iii) 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 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
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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 the
successor corporation or its Parent equal in fair marke value to the per share
consideration received by holders of Common Stock in the merger or sale of
assets.
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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.
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
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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
June 21, 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 June 22, 1999 (the
"Registration Statement") in connection with the registration under the
Securities Act of 1933, as amended, of 475,000 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,
/s/ Wilson Sonsini Goodrich & Rosati
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 to register 475,000 shares of common stock under the 1996 Stock
Incentive Program of our reports dated February 11, 1999, except as to note
13 which is as of February 26, 1999, relating to the consolidated balance
sheets of TriQuint Semiconductor, Inc. as of December 31, 1998 and 1997, and
the related consolidated statements of operations, stockholders' equity and
cash flows for each of the years in the three-year period ended December 31,
1998, and the related consolidated financial statement schedule, 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, 1998.
/s/ KPMG Peat Marwick LLP
Portland, Oregon
June 22, 1999
