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As filed with the Securities and Exchange Commission on June 20, 2000
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)
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<S> <C> <C>
DELAWARE 95-3654013
-------- 2300 N.E. BROOKWOOD PARKWAY ----------
(STATE OF INCORPORATION) HILLSBORO, OREGON 97124 (I.R.S. EMPLOYER IDENTIFICATION)
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(ADDRESS, INCLUDING ZIP CODE OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
------------------------------
1996 STOCK INCENTIVE PROGRAM
(FULL TITLE OF THE PLAN)
------------------------------
STEVEN J. SHARP
Chairman of the Board, President and Chief
Executive Officer
TriQuint Semiconductor, Inc
2300 N.E. Brookwood Parkway
Hillsboro, Oregon 97124
(503) 615-9000
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA
CODE, OF AGENT FOR SERVICE)
----------------------------
COPIES TO:
ROBERT P. LATTA, ESQ.
JULIA REIGEL, ESQ.
Wilson Sonsini Goodrich & Rosati
Professional Corporation
650 Page Mill Road
Palo Alto, CA 94304-1050
(650) 493-9300
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CALCULATION OF REGISTRATION FEE
===================================================================================================================================
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF EACH CLASS OF SECURITIES TO BE OFFERING PRICE PER AGGREGATE OFFERING AMOUNT OF
REGISTERED AMOUNT TO BE REGISTERED SHARE(2) PRICE REGISTRATION FEE
--------------------------------------- ----------------------- -------------------- --------------------- ------------------
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Common Stock, $0.001 par value, to be
issued under the 1996 Stock Incentive
Program(1)............................ 1,900,000 shares $103.3125 $196,293,750 $51,821.55
======================================== ========================= ====================== ====================== =================
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(1) Pursuant to Rule 416(a) of the Securities Act of 1933, as amended,
this Registration Statement shall also cover any additional shares of
the Registrant's Common Stock that become issuable under the 1996
Stock Incentive Program by reason of any stock dividend, stock split,
recapitalization or other similar transaction affected without the
receipt of consideration that increases the number of the Registrant's
outstanding shares of Common Stock.
(2) 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, 2000.
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The contents of the Registrant's Form S-8 Registration Statements
(Registration Statement Nos. 333-31585, 333-74617 and 333-81273) filed with the
Commission on July 18, 1997, March 18, 1999 and June 22, 1999 are incorporated
herein by reference.
PART II INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 8. EXHIBITS
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Exhibit Number Documents
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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 4)
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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, as amended (the "Securities Act"), each such
post-effective amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
B. The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of
the registrant's annual report pursuant to Section 13(a) or
Section 15(d) of the 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 registrant pursuant to the Delaware
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General Corporation Law, the Certificate of Incorporation of the registrant,
the Bylaws of the registrant, indemnification agreements entered into between
the registrant and its officers and directors or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a claim
for indemnification against such liabilities (other than the payment by the
registrant 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 registrant will, unless in the
opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question 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.
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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 20th day of June 2000.
TRIQUINT SEMICONDUCTOR, INC.
By: /s/ Steven J. Sharp
-----------------------------------
Steven J. Sharp
Chairman of the Board, President and
Chief Executive Officer (Principal
Executive Officer)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Steven J. Sharp and Edson H.
Whitehurst, Jr., 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.
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SIGNATURE TITLE DATE
-------------------------------------- ---------------------------------------------------- -------------------
<S> <C> <C>
/s/ Steven J. Sharp Chairman of the Board, President and Chief Executive June 20, 2000
-------------------------------------- Officer (Principal Executive Officer)
Steven J. Sharp
/s/ Edson H. Whitehurst, Jr. Vice President, Finance and Administration, Chief June 20, 2000
-------------------------------------- Financial Officer and Secretary (Principal Financial
Edson H. Whitehurst, Jr. and Accounting Officer)
/s/ Paul A. Gary Director June 20, 2000
--------------------------------------
Paul A. Gary
Director
--------------------------------------
Charles Scott Gibson
/s/ Nicholas Kauser Director June 20, 2000
--------------------------------------
Nicholas Kauser
/s/ Walden C. Rhines Director June 20, 2000
--------------------------------------
Walden C. Rhines
/s/ Edward F. Tuck Director June 20, 2000
--------------------------------------
Edward F. Tuck
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TRIQUINT SEMICONDUCTOR, INC.
REGISTRATION STATEMENT ON FORM S-8
INDEX TO EXHIBITS
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Exhibit Number Documents
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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 4)
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