<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 12, 1998
REGISTRATION NO. 333-
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- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM SB-2
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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INTEGRATED SENSOR SOLUTIONS, INC.
(Name of small business issuer in its charter)
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<S> <C> <C>
DELAWARE 3674 77-0212047
(State or other jurisdiction (Primary Standard Industrial (I.R.S. Employer
of Classification Code Number) Identification
incorporation or organization) Number)
</TABLE>
625 RIVER OAKS PARKWAY
SAN JOSE, CA 95134
(408) 324-1044
(Address and telephone number of principal executive office and principal place
of business)
MANHER D. NAIK
CHIEF EXECUTIVE OFFICER AND PRESIDENT
INTEGRATED SENSOR SOLUTIONS, INC.
625 RIVER OAKS PARKWAY
SAN JOSE, CA 95134
(408) 324-1044
(Name, address, including zip code, and telephone number of agent for service)
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COPIES TO:
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<S> <C>
GREGORY M. GALLO, ESQ. LAURA B. HUNTER, ESQ.
SCOTT M. STANTON, ESQ. MARTIN C. NICHOLS, ESQ.
PAMELA B. BURKE, ESQ. LANCE S. KURATA, ESQ.
GRAY CARY WARE & FREIDENRICH LLP BROBECK PHLEGER & HARRISON LLP
400 HAMILTON AVENUE 4675 MACARTHUR COURT
PALO ALTO, CA 94301 SUITE 1000
(650) 328-6561 NEWPORT BEACH, CA 92660-1846
(714) 752-7535
</TABLE>
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
AS SOON AS PRACTICABLE AFTER THIS REGISTRATION STATEMENT BECOMES EFFECTIVE.
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If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. /X/ 333-41351
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /
- ----------
If delivery of the prospectus is expected to be made pursuant to Rule 434
under the Securities Act, please check the following box. / /
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CALCULATION OF REGISTRATION FEE
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<CAPTION>
MAXIMUM
TITLE OF EACH CLASS OF AMOUNT TO BE MAXIMUM OFFERING AGGREGATE OFFERING AMOUNT OF
SECURITIES TO BE REGISTERED REGISTERED PRICE PER SHARE PRICE REGISTRATION FEE
<S> <C> <C> <C> <C>
Common Stock, $.001 par value................. 287,500(1) $8.00 $2,300,000 $687.50
Representatives' Warrants..................... 25,000 $.01 $250 $.75
Total............................................................................... 2,325,000 $688.25(2)
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(1) Includes 37,500 shares which the Underwriters have the option to purchase to
cover over allotments, if any.
(2) 2,587,500 shares and 225 representative warrants were registered under
Securities Act Registration Statement No. 333-41351, whereby a filing fee of
$6,490 was previously paid.
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<PAGE>
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
This Registration Statement is filed with the Securities and Exchange
Commission (the "Commission") pursuant to Rule 462(b) under the Securities Act
of 1933, as amended (the "Securities Act"), by Integrated Sensor Solutions, Inc.
(the "Company"). In accordance with Rule 429 under the Securities Act, this
Registration Statement incorporates by reference the contents of the
Registration Statement on Form SB-2 (Registration No. 333-41351) which was
declared effective by the Commission on March 12, 1998 relating to the offering
of up to 2,250,000 shares of Common Stock of the Company plus up to 337,500
shares that may be sold pursuant to the Underwriters' over-allotment option and
225,000 Representatives' Warrants.
CERTIFICATION
The Company hereby certifies to the Commission that (i) it has instructed
its bank to pay the Commission the filing fee set forth on the cover page of
this Registration Statement by a wire transfer of such amount to the
Commission's account at Mellon Bank as soon as practicable (but no later than
the close of business on March 13, 1998), (ii) it will not revoke such
instructions, (iii) it has sufficient funds in the relevant account to cover the
amount of such filing fee, and (iv) it will confirm receipt of such instructions
by its bank during the bank's regular business hours no later than March 13,
1998.
<PAGE>
SIGNATURES
In accordance with the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
the requirements of filing on Amendment to Form SB-2 and authorized this
Registration Statement to be signed on its behalf by the undersigned, in the
City of San Jose, State of California, on this 12th day of March, 1998.
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<S> <C> <C>
INTEGRATED SENSOR SOLUTIONS, INC.
By: /s/ MANHER D. NAIK
-----------------------------------------
Manher D. Naik
CHAIRMAN, PRESIDENT AND CHIEF EXECUTIVE
OFFICER
</TABLE>
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS AMENDMENT
TO REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
CAPACITIES AND ON THE DATES INDICATED:
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<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------ -------------------------- -------------------
<C> <S> <C>
/s/ MANHER D. NAIK Chairman, President and March 12, 1998
- ------------------------------ Chief Executive Officer
Manher D. Naik (Principal Executive
Officer)
DAVID SATTERFIELD* Vice President, Finance March 12, 1998
- ------------------------------ and Administration
David Satterfield (Principal Financial and
Principal Accounting
Officer)
YUTAKA MORI* Director March 12, 1998
- ------------------------------
Yutaka Mori
VINOD K. SOOD* Director March 12, 1998
- ------------------------------
Vinod K. Sood
STUART D. BOYD* Director March 12, 1998
- ------------------------------
Stuart D. Boyd
Y.S. FU* Director March 12, 1998
- ------------------------------
Y.S. Fu
SHIGERU MIYASHITA* Director March 12, 1998
- ------------------------------
Shigeru Miyashita
</TABLE>
<TABLE>
<S> <C> <C>
/s/ MANHER D. NAIK
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*By: Manher D. Naik, Attorney-in-Fact
</TABLE>
<PAGE>
INDEX TO EXHIBITS
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<CAPTION>
EXHIBIT PAGE
NUMBER EXHIBIT TABLE NO.
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<C> <S> <C>
5.1 Opinion of Gray Cary Ware & Freidenrich LLP.
23.1 Consent of Counsel (included in Exhibit 5.1).
23.2 Consent of Ernst & Young LLP, Independent Auditors.
24.1* Power of Attorney.
</TABLE>
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* Incorporated by reference to Registration Statement on Form SB-2 (File No.
333-41351).
<PAGE>
Exhibit 5.1
[GRAY CARY WARE & FREIDENRICH LLP LETTERHEAD]
March 12, 1998
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Integrated Sensor Solutions Post-Effective Form SB-2
Dear Ladies and Gentlemen:
As counsel to Integrated Sensor Solutions, Inc. (the 'Company'), we are
rendering this opinion in connection with a proposed sale of up to 287,500
shares of the Company's newly-issued Common Stock as set forth in the
Registration Statement on Form SB-2 filed pursuant to Rule 462(b) to which this
opinion is being filed as Exhibit 5.1 (the "Shares"). We have examined all
instruments, documents and records which we deemed relevant and necessary for
the basis of our opinion hereinafter expressed. In such examination, we have
assumed the genuineness of all signatures and the authenticity of all documents
submitted to us as originals and the conformity to the originals of all
documents submitted to us as copies.
Based on such examination, we are of the opinion that the Shares identified
in the above-referenced Registration Statement will be, upon effectiveness of
the Registration Statement and receipt by the Company of payment therefor,
validly authorized, legally issued, fully paid, and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
above-referenced Registration Statement and to the use of our name wherever it
appears in said Registration Statement, including the Prospectus constituting a
part thereof, as originally filed or as subsequently amended.
Respectfully submitted,
/s/ GRAY CARY WARE & FREIDENRICH LLP
GRAY CARY WARE & FREIDENRICH LLP
<PAGE>
EXHIBIT 23.2
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the reference to our firm under the captions "Selected
Consolidated Financial Data" and "Experts" and to the use of our report dated
June 15, 1997 (except Note 12, as to which the date is October 14, 1997),
incorporated by reference in the Registration Statement (Form SB-2) filed
pursuant to Rule 462(b) of Integrated Sensor Solutions, Inc. for the
registration of 287,500 shares of its common stock and a representatives'
warrant to purchase 25,000 shares of its common stock.
/s/ ERNST & YOUNG LLP
San Jose, California
March 12, 1998
