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As filed with the Securities and Exchange Commission on June 27, 1997
Registration No.333-05571
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO.1
TO
FORM S-8
REGISTRATION STATEMENT
UNDER
-----
THE SECURITIES ACT OF 1933
--------------------------
INTEGRATED PACKAGING ASSEMBLY CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 77-0309372
- ---------------------------- ----------------------------
(STATE OR OTHER JURISDICTION OF INCORPORATION (I.R.S. EMPLOYER
OR ORGANIZATION) IDENTIFICATION NO.)
2221 OLD OAKLAND ROAD
SAN JOSE, CALIFORNIA 95131
(ADDRESS, INCLUDING ZIP CODE, OF PRINCIPAL EXECUTIVE OFFICES)
1993 STOCK OPTION PLAN
1996 DIRECTOR STOCK OPTION PLAN
1996 EMPLOYEE STOCK PURCHASE PLAN
(FULL TITLES OF THE PLANS)
VICTOR A. BATINOVICH
PRESIDENT AND CHIEF
EXECUTIVE OFFICER
INTEGRATED PACKAGING
ASSEMBLY CORPORATION
2221 OLD OAKLAND ROAD
SAN JOSE, CALIFORNIA 95131
(408) 321-3600
(NAME, ADDRESS, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
Copy to:
-------
JEFFREY D. SAPER, ESQ.
J. ROBERT SUFFOLETTA, ESQ.
WILSON SONSINI GOODRICH & ROSATI
PROFESSIONAL CORPORATION
650 PAGE MILL ROAD
PALO ALTO, CA 94304-1050
(415) 493-9300
CALCULATION OF REGISTRATION FEE
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<S> <C> <C> <C> <C>
PROPOSED PROPOSED
MAXIMUM MAXIMUM
AMOUNT OFFERING AGGREGATE AMOUNT OF
TITLE OF SECURITIES TO TO BE PRICE OFFERING REGISTRATION
BE REGISTERED REGISTERED PER SHARE PRICE FEE
- ------------------------------------------------------------------------
See below.* N/A* N/A* N/A* N/A*
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* No additional securities are to be registered, and registration fees were paid
upon filing of the original Registration Statement No. 333-05571. Therefore,
no further registration fee is required.
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INTEGRATED PACKAGING ASSEMBLY CORPORATION
POST-EFFECTIVE AMENDMENT NO. 1 TO
REGISTRATION STATEMENT ON FORM S-8
EXPLANATORY NOTE
This Post-Effective Amendment No. 1 (the "Amendment") to that certain
Registration Statement on Form S-8 (File No. 333-05571) (the "Registration
Statement") is being filed pursuant to Rule 414 under the Securities Act of
1933, as amended (the "Act"), by Integrated Packaging Assembly Corporation, a
Delaware corporation ("IPAC Delaware" or the "Company"), which is the successor
to Integrated Packaging Assembly Corporation, a California corporation ("IPAC
California"), following a statutory merger effective on June 19, 1997 (the
"Merger") for the purpose of changing IPAC California's state of incorporation.
Prior to the Merger, IPAC Delaware had no material assets or liabilities. In
connection with the Merger, IPAC Delaware succeeded by operation of law to all
of the assets and liabilities of IPAC California. The Merger was approved by
the shareholders of IPAC California at a meeting for which proxies were
solicited pursuant to Section 14(a) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act").
Except as modified by this Amendment, IPAC Delaware, by virtue of this
Amendment, expressly adopts the Registration Statement as its own registration
statement for all purposes of the Act and the Exchange Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE
---------------------------------------
The contents of the Registration Statement are incorporated herein by
reference. In addition, there are hereby incorporated by reference in this
Amendment to the Registration Statement the following documents and information
heretofore filed with the Securities and Exchange Commission (the "Commission"):
1. The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1996, filed pursuant to Section 13 of the Exchange Act.
2. The Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1997, filed pursuant to Section 13 of the Exchange Act.
3. The description of the Company's Common Stock contained in the
Company's Registration Statement on Form 8-B filed with the Commission on June
27, 1997 pursuant to Section 12(g) of the Exchange Act.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Exchange Act on or after the date of this Amendment to the
Registration Statements, and prior to the filing of a post-effective amendment
which indicates that all securities offered have been sold or which deregisters
all securities then remaining unsold, shall be deemed to be incorporated by
reference herein and to be part hereof from the date of filing such documents.
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Item 4. DESCRIPTION OF SECURITIES
-------------------------
Not applicable.
Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
--------------------------------------
Certain members of the Company's counsel, Wilson Sonsini Goodrich &
Rosati, Professional Corporation, and investment partnerships in which such
persons are partners, beneficially own 30,000 shares of the Company's Common
Stock.
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
-----------------------------------------
The Company's Certificate of Incorporation limits the liability of
directors to the maximum extent permitted by Delaware law. Delaware law
provides that directors of a corporation will not be personally liable for
monetary damages for breach of their fiduciary duties as directors, except for
liability (i) for any breach of their duty of loyalty to the corporation or its
stockholders, (ii) for acts or omissions not in good faith or that involve
intentional misconduct or a knowing violation of law, (iii) for unlawful
payments of dividends or unlawful stock repurchases or redemptions as provided
in Section 174 of the Delaware General Corporation Law, or (iv) for any
transaction from which the director derived an improper personal benefit.
The Company's Bylaws provide that the Company shall indemnify its
directors and officers and may indemnify its employees and other agents to the
fullest extent permitted by law. The Company believes that indemnification under
its Bylaws covers at least negligence and gross negligence on the part of
indemnified parties. The Company's Bylaws also permit the Company to secure
insurance on behalf of any officer, director, employee or other agent for any
liability arising out of his or her actions in such capacity, regardless of
whether the Company would have the power to indemnify him or her against such
liability under the General Corporation Law of Delaware. The Company currently
has secured such insurance on behalf of its officers and directors.
The Company has entered into agreements to indemnify its directors and
officers, in addition to indemnification provided for in the Company's Bylaws.
Subject to certain conditions, these agreements, among other things, indemnify
the Company's directors and officers for certain expenses (including attorney's
fees), judgments, fines and settlement amounts incurred by any such person in
any action or proceeding, including any action by or in the right of the
Company, arising out of such person's services as a director or officer of the
Company, any subsidiary of the Company or any other company or enterprise to
which the person provides services at the request of the Company.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED
-----------------------------------
Not Applicable.
Item 8. EXHIBITS
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Exhibit Number Description
----------------- ------------------------------------------
23.1 Consent of Independent Accountants.
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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, 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, each filing of the
registrant's annual report pursuant to Section 13(a) or 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 General Corporation Law, the
Certificate of Incorporation and 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 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 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 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,
Integrated Packaging Assembly Corporation, a corporation organized and existing
under the laws of the State of Delaware, has duly caused this Post-Effective
Amendment No.1 to the Registration Statements on Form S-8 to be signed on its
behalf by the undersigned thereunto duly authorized, in the City of San Jose,
State of California, on this 27th of June, 1997.
INTEGRATED PACKAGING ASSEMBLY CORPORATION
By: /s/ TONY LIN
---------------------------------------
Tony Lin
Vice President and Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, as amended, this
Post-Effective Amendment No. 1 to the Registration Statements on Form S-8 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>
Director, Chief Executive Officer June 27, 1997
/s/ Victor A. Batinovich* and President (Principal Executive
- --------------------------- Officer)
Victor A. Batinovich
/s/ Tony Lin Chief Financial Officer (Principal June 27, 1997
- --------------------------- Financial and Accounting Officer)
Tony Lin
/s/ Philip R. Chapman* Director June 27, 1997
- ---------------------------
Philip R. Chapman
/s/ Gill Cogan* Director June 27, 1997
- ---------------------------
Gill Cogan
/s/ Paul Low* Director June 27, 1997
- ---------------------------
Paul Low
/s/ Eric A. Young* Director June 27, 1997
- ---------------------------
Eric A. Young
*By: /s/ Tony Lin
---------------------
Tony Lin
Attorney-in-Fact
</TABLE>
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Exhibit 23.1
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CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Post-Effective
Amendment No. 1 to the Registration Statement on Form S-8 (No. 333-05571) of our
report dated January 13, 1997, (except Note 5, for which the date is March 25,
1997), which appears on page 21 of Integrated Packaging Assembly Corporation's
Annual Report on Form 10-K for the year ended December 31, 1996.
/s/ PRICE WATERHOUSE LLP
San Jose, California
June 25, 1997
