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As filed with the Securities and Exchange Commission on June 7, 1996
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
____________________
INTEGRATED PACKAGING ASSEMBLY CORPORATION
(Exact name of registrant as specified in its charter)
CALIFORNIA 77-0309372
------------------------ ------------------
(State of Incorporation) (I.R.S. Employer
Identification No.)
2221 Oakland Road
San Jose, California 95131
(Address of Principal Executive Offices, including Zip Code)
________________________________________
1993 Stock Option Plan
1996 Director Stock Option Plan
1996 Employee Stock Purchase Plan
(Full title of the plans)
________________________________________
Victor A. Batinovich
President and Chief Executive Officer
INTEGRATED PACKAGING ASSEMBLY CORPORATION
2221 Oakland Road
San Jose, California 95131
(408) 321-3600
(Name, address and telephone number of agent for service)
____________________
Copy to:
Richard C. DeGolia
WILSON SONSINI GOODRICH & ROSATI, P.C.
650 Page Mill Road
Palo Alto, California 94304
____________________
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<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
===================================================================================================================
Proposed Proposed
Maximum Maximum Amount of
Amount to be Offering Price Aggregate Registration
Title of Securities to be Registered Registered Per Share(1) Offering Price(1) Fee
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock to be issued under 1,467,492 $7.346 $10,780,196 $3,717.31
the 1993 Stock Option Plan
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Common Stock to be issued under 100,000 11.75 1,175,000 405.17
the 1996 Director Stock Option
Plan
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Common Stock to be issued under 400,000 9.9875 3,995,000 1,377.59
the 1996 Employee Stock Purchase
Plan
- -------------------------------------------------------------------------------------------------------------------
Total 1,967,492 $15,950,196 $5,500.07
============ ========== ========
===================================================================================================================
</TABLE>
(1) The Proposed Maximum Offering Price Per Share was estimated in part
pursuant to Rule 457(h) under the Securities Act of 1933, as amended (the
"Act") and, in part, pursuant to Rule 457(c) under the Act. Of the
14,467,492 shares of Common Stock being registered under the 1993 Stock
Option Plan (the "Option Plan"), 787,133 shares are subject to outstanding
options to purchase Common Stock. The Proposed Maximum Offering Price Per
Share with respect to such 787,133 shares was estimated pursuant to Rule
457(h) by reference to the exercise price of such options. The weighted
average exercise price of the 787,133 shares subject to outstanding options
under the Option Plan is $3.54. With respect to the 680,359 shares of
Common Stock available for future grant under the Option Plan and the
100,000 shares of Common Stock available for future grant under the 1996
Director Stock Option Plan (the "Director Plan"), the Proposed Maximum
Offering Price Per Share was estimated pursuant to Rule 457(c) whereby the
per share price was determined by reference to the average between the high
and low price reported on the Nasdaq National Market on June 6, 1996, which
average was $11.75 (the "FMV"). With respect to the 400,000 shares of
Common Stock available for future grant under the 1996 Employee Stock
Purchase (the "Purchase Plan"), the Proposed Maximum Offering Price Per
Share was estimated in accordance with the Purchase Plan whereby the
Proposed Maximum Offering price was determined at 85% of the FMV which is
$9.9875. The numbers referenced above with respect to the Option Plan
represent a weighted average of the foregoing estimates calculated in
accordance with Rule 457(h) and Rule 457(c).
<PAGE>
REGISTRATION STATEMENT ON FORM S-8
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
---------------------------------------
The following documents and information previously filed with the
Securities and Exchange Commission (the "Commission") by Integrated Packaging
Assembly Corporation (the "Company") are hereby incorporated by reference in
this Registration Statement:
(a) The Registrant's prospectus dated February 28, 1996 contained in
its Registration Statement on Form SB-2 (file no. 333-326-LA) filed pursuant to
Rule 424(b) under the Securities Act of 1933, as amended (the "Securities Act"),
including any amendment or supplement thereto.
(b) The description of the Company's common stock which is contained
in the Company's Registration Statement on Form 8-A filed with the Commission
pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), on February 7, 1996, and any description of any securities of
the Registrant which is contained in any registration statement filed after the
date hereof under Section 12 of the Exchange Act, including any amendment or
report filed for the purpose of updating any such description.
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-
effective amendment which indicates that all securities registered have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference in this Registration Statement and to be part
hereof from the date of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
-------------------------
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
--------------------------------------
Counsel for the Company, Wilson Sonsini Goodrich & Rosati, P.C., 650
Page Mill Road, Palo Alto, California 94304, has rendered an opinion to the
effect that the Common Stock offered hereby will, when issued in accordance with
the 1993 Option Plan, the Director Plan and the Purchase Plan be legally and
validly issued, fully paid and nonassessable. As of June 7, 1996, certain
members of Wilson Sonsini Goodrich & Rosati, and investment partnerships if
which such persons are partners, beneficially owned 76,633 shares of the
Company's Common Stock.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
-----------------------------------------
The Company's Bylaws provide that the Company shall indemnify its
officers and directors and may indemnify its employees and other agents to the
fullest extent provided by California law, including those circumstances where
indemnification would otherwise be discretionary under California law. The
Company believes that indemnification under its Bylaws covers at least
negligence on the part of indemnified parties. The Bylaws authorize the use of
indemnification agreements and the Company has entered into such agreements with
each of its directors and officers. The Company has obtained officer and
director liability insurance with respect to certain matters, including matters
arising under the Securities Act. 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 foregoing provisions, 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,
II-1
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unenforceable. At present, there is no pending litigation or proceeding
involving any director or officer, employee or agent of the Company where
indemnification will be required or permitted. The Company is not aware of any
threatened litigation or proceeding which may result in a claim for such
indemnification.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
-----------------------------------
Not applicable.
ITEM 8. EXHIBITS.
--------
<TABLE>
<CAPTION>
Exhibit
Number Description
------- ----------------------------------
<S> <C>
4.1* Form of Common Stock Certificate.
4.2* 1993 Stock Option Plan.
4.3* 1996 Director Stock Option Plan.
4.4* 1996 Employee Stock Purchase Plan.
5.1 Opinion of Counsel as to legality of securities being registered.
23.1 Consent of Independent Accountants.
23.2 Consent of Counsel (contained in Exhibit 5.1).
24.1 Power of Attorney (see page II-5).
</TABLE>
_____________
* Incorporated by reference to the Registrant's Registration Statement on
Form SB-2 (File No. 333-326-LA), as amended, filed with the Securities and
Exchange Commission on January 17, 1996.
II-2
<PAGE>
ITEM 9. UNDERTAKINGS.
------------
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement to include any
material information with respect to the plan of distribution not previously
disclosed in the Registration Statement or any material change to such
information in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(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.
(4) The undersigned Registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the Registration Statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(5) 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 foregoing provisions, 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
Exchange Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, 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 whether such
indemnification by it is against public policy as expressed in the Exchange Act
and will be governed by the final adjudication of such issue.
II-3
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant 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 San Jose, State of California, on this 7th day
of June, 1996.
INTEGRATED PACKAGING ASSEMBLY CORPORATION
By: /s/ Victor A. Batinovich
------------------------------------------------
Victor A. Batinovich,
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Victor A. Batinovich and Tony Lin,
and each of them acting individually, as his or her attorney-in-fact, each with
full power of substitution, for him or her in any and all capacities, to sign
any and all 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 any substitute, may do or cause to be
done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
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/ Victor A. Batinovich Director, Chief Executive Officer June 7, 1996
---------------------------
Victor A. Batinovich and President (Principal Executive
Officer
/s/ Tony Lin Chief Financial Officer (Principal June 7, 1996
---------------------------
Tony Lin Financial and Accounting Officer)
/s/ Philip R. Chapman Director June 7, 1996
---------------------------
Philip R. Chapman
/s/ Gill Cogan Director June 7, 1996
---------------------------
Gill Cogan
/s/ Paul Low Director June 7, 1996
---------------------------
Paul Low
/s/ Eric A. Young Director June 7, 1996
---------------------------
Eric A. Young
</TABLE>
II-4
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INTEGRATED PACKAGING ASSEMBLY CORPORATION
REGISTRATION STATEMENT ON FORM S-8
----------------------------------
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit
Number Description
-------- -------------------------------------
<S> <C>
4.1* Form of Common Stock Certificate.
4.2* 1993 Stock Option Plan.
4.3* 1996 Director Stock Option Plan.
4.4* 1996 Employee Stock Purchase Plan
5.1 Opinion of Counsel as to legality of
securities being registered.
23.1 Consent of Independent Accountants.
23.2 Consent of Counsel (contained in Exhibit 5.1).
24.1 Power of Attorney (see page II-4).
</TABLE>
_________________
* Incorporated by reference to the Registrant's Registration Statement on
Form SB-2 (File No. 333-326-LA), as amended, filed with the Securities and
Exchange Commission on January 17, 1996.
<PAGE>
EXHIBIT 5.1
-----------
June 7, 1996
VIA OVERNIGHT COURIER
- ---------------------
Integrated Packaging Assembly Corporation
2221 Oakland Road
San Jose, CA 95131
RE: REGISTRATION STATEMENT ON FORM S-8
----------------------------------
Ladies and 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 7, 1996, in
connection with the registration under the Securities Act of 1933, as amended,
of 1,467,492 shares of Common Stock (the "Option Plan Shares") to be issued
under the Company's 1993 Stock Option Plan (the "Option Plan"), 100,000 shares
of Common Stock (the "Director Plan Shares") to be issued under the Company's
1996 Director Stock Option Plan, and 400,000 shares of Common Stock (the
"Employee Plan Shares") to be issued under the Company's 1996 Employee Stock
Purchase Plan (the "Employee Plan").
As your legal counsel, we have examined the proceedings taken and are
familiar with the proceedings proposed to be taken by you in connection with the
sale and issuance of the Option Plan Shares, the Director Plan Shares and the
Employee Plan Shares (collectively, the "Shares"). It is our opinion that the
Shares, when issued and sold in the manner referred to in the Option Plan, the
Director Plan and the Employee Plan (collectively, the "Plans") and pursuant to
the agreements which accompany the Plans, will be legally and validly issued,
fully paid and nonassessable.
We consent to the use of this opinion as an exhibit to said Registration
Statement and further consent to the use of our name wherever appearing in said
Registration Statement and any amendments thereto.
Sincerely,
WILSON SONSINI GOODRICH & ROSATI
Professional Corporation
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 of our report dated January 8, 1996, which appears on page
F-2 of the Registration Statement on Form SB-2 dated February 28, 1996 of
Integrated Packaging Assembly Corporation.
/s/ Price Waterhouse LLP
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PRICE WATERHOUSE LLP
San Jose, California
June 7, 1996
