<PAGE>
As filed with the Securities and Exchange Commission on June 20, 2000
Registration No. 333-______
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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TRIQUINT SEMICONDUCTOR, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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DELAWARE 95-3654013
-------------------- 2300 N.E. BROOKWOOD PARKWAY --------------------
(STATE OF INCORPORATION) HILLSBORO, OREGON 97124 (I.R.S. EMPLOYER
(ADDRESS, INCLUDING ZIP CODE IDENTIFICATION NUMBER)
OF REGISTRANT'S PRINCIPAL
EXECUTIVE OFFICES)
--------------------
1998 EMPLOYEE STOCK PURCHASE PLAN
(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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<TABLE>
CALCULATION OF REGISTRATION FEE
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<CAPTION>
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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<S> <C> <C> <C> <C>
Common Stock, $0.001 par value, to be
issued under the 1998 Employee Stock
Purchase Plan(1)....................... 641,801 shares $87.815625 $56,360,155.94 $14,879.08
===================================================================================================================================
</TABLE>
(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 1998 Employee
Stock Purchase Plan 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(h) solely for the purpose of
calculating the registration fee based upon the average of the high
and low prices of the Common Stock of $103.3125 as reported on the
Nasdaq National Market on June 16, 2000. The exercise price of
$87.815625 per share, computed in accordance with Rule 457(h) pursuant
to the 1998 Employee Stock Purchase Plan, is 85% of the lesser of the
price of a share of Common Stock of the Registrant on the first day of
the offering period or the last date of the purchase period.
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<PAGE>
The contents of the Registrant's Form S-8 Registration Statement
(Registration Statement No. 333-66707) filed with the Commission on November 3,
1998 is incorporated herein by reference.
PART II INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 8. EXHIBITS
--------
<TABLE>
<CAPTION>
Exhibit
Number Documents
---------------- --------------------------------------------------------------
<S> <C>
4.1* 1998 Employee Stock Purchase Plan
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)
</TABLE>
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* Incorporated by reference to exhibits filed with the Registrant's
Registration Statement on Form S-8 (No. 333-66707) on November 3, 1998.
ITEM 9. UNDERTAKINGS
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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.
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<PAGE>
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 General Corporation Law, the
Articles 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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<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 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.
<TABLE>
<CAPTION>
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
</TABLE>
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<PAGE>
TRIQUINT SEMICONDUCTOR, INC.
REGISTRATION STATEMENT ON FORM S-8
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INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit Number Documents
--------------------- ------------------------------------------------------------------------------
<S> <C>
4.1* 1998 Employee Stock Purchase Plan
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)
</TABLE>
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* Incorporated by reference to exhibits filed with the Registrant's
Registration Statement on Form S-8 (No. 333-66707) on November 3, 1998.
