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Registration No. ___________
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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INTEGRATED SENSOR SOLUTIONS, INC.
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(Exact name of registrant as specified in its charter)
Delaware 77-0212047
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(State or other jurisdiction of (I.R.S. employer identification no.)
incorporation or organization)
625 River Oaks Parkway
San Jose, CA 95134
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(Address of principal executive offices) (Zip code)
INTEGRATED SENSOR SOLUTIONS, INC. 1997 STOCK PLAN,
INTEGRATED SENSOR SOLUTIONS, INC. 1989 INCENTIVE
STOCK OPTION PLAN
INTEGRATED SENSOR SOLUTIONS, INC. 1997 EMPLOYEE
STOCK PURCHASE PLAN AND
INDIVIDUAL STOCK OPTION AGREEMENT
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(Full title of the plan)
David Satterfield
Vice President, Finance and Administration
Integrated Sensor Solutions, Inc.
625 River Oaks Parkway
San Jose, CA 95134
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(Name and address of agent for service)
Telephone number, including area code, of agent for service: 408/324-1044
This registration statement shall hereafter become effective in accordance
with Rule 462 promulgated under the Securities Act of 1933, as amended.
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CALCULATION OF REGISTRATION FEE
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Proposed Proposed
maximum maximum Amount of
Title of securities Amount to be offering price aggregate registration
to be registered (1) registered per share(2) offering price(2) fee
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<S> <C> <C> <C> <C>
1997 STOCK PLAN
Common Stock 603,107 $8.25 $4,975,632.75
par value $0.001 187,910 3.06 575,004.60
1989 INCENTIVE STOCK
OPTION PLAN
Common Stock 278,067 8.25 2,294,052.75
par value $0.001
1997 EMPLOYEE STOCK
PURCHASE PLAN
Common Stock par 250,000 7.01 1,752,500
value $0.001
INDIVIDUAL STOCK OPTION
AGREEMENT
Common Stock par
value $0.001 800 1.125 900
TOTALS 1,319,884 9,598,090.10 $2,831.44
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(1) The securities to be registered include options and rights to acquire
such Common Stock.
(2) Estimated pursuant to Rule 457 solely for purposes of calculating the
registration fee. As to shares subject to outstanding but unexercised
options granted under the 1997 Stock Plan, the price is computed on the
basis of the weighted average exercise price. As to the remaining
shares under the 1997 Stock Plan and 1989 Incentive Stock Option Plan,
the price is based upon the average of the high and low prices of the
Common Stock on April 28, 1998, as reported on the National Association
of Securities Dealers Automated Quotations System. The Employee Stock
Purchase Plan establishes a purchase price equal to 85% of the fair
market value of the Company's Common Stock and therefore, the price for
shares issuable under this plan is based upon 85% of the average of the
high and low prices of the Company's Common Stock on April 28, 1998,
as reported on National Association of Securities Dealers Automated
Quotations System. As to the 800 shares subject to the individual stock
option agreement, the price is based upon the exercise price.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
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ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
Integrated Sensor Solutions, Inc. (the "Company") hereby
incorporates by reference in this registration statement the following
documents:
(a) The Company's latest prospectus filed pursuant to Rule
424(b) under the Securities Act of 1933, as amended (the "Securities Act"),
containing audited financial statements for the Company's latest fiscal year
ended March 31, 1997, as filed with the Commission. The prospectus is
included in the Company's Registration Statement on Form SB-2 (No. 333-41351,
effective March 12, 1998).
(b) All other reports filed pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")
since the end of the fiscal year covered by the registrant document referred
to in (a) above.
(c) The description of the Company's Common Stock contained
in the Company's Registration Statement on Form 8-A filed on February 26,
1998 under the Exchange Act, including any amendment or report filed for the
purpose of updating 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 to this registration statement which indicates
that all securities offered hereby have been sold or which deregisters all
securities remaining unsold, shall be deemed to be incorporated by reference
in this registration statement and to be a part hereof from the date of
filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES
The class of securities to be offered is registered under
Section 12 of the Exchange Act.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Inapplicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Delaware law authorizes corporations to eliminate the personal
liability of directors to corporations and their stockholders for monetary
damages for breach or alleged breach of the directors' "duty of care." While
the relevant statute does not change the directors' duty of care, it enables
corporations to limit available relief to equitable remedies such as
injunction or rescission. The statute has no effect on directors' duty of
loyalty, acts or omissions not in good faith or
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involving intentional misconduct or knowing violations of law, illegal
payment of dividends and approval of any transaction from which a director
derives an improper personal benefit.
The Company has adopted provisions in its Certificate of
Incorporation which eliminate the personal liability of its directors to the
Company and its stockholders for monetary damages for breach or alleged
breach of their duty of care. The Bylaws of the Company provide for
indemnification of its directors, officers, employees and agents to the full
extent permitted by the General Corporation Law of the State of Delaware, the
Company's state of incorporation, including those circumstances in which
indemnification would otherwise be discretionary under Delaware Law. Section
145 of the General Corporation Law of the State of Delaware provides for
indemnification in terms sufficiently broad to indemnify such individuals,
under certain circumstances, for liabilities (including reimbursement of
expenses incurred) arising under the Securities Act.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Inapplicable.
ITEM 8. EXHIBITS
See Exhibit Index.
ITEM 9. UNDERTAKINGS
(a) RULE 415 OFFERING
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:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act;
(ii) To reflect in the prospectus any facts or
events arising after the effective date of the registration statement (or the
most recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in the
registration statement;
(iii) 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;
PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(l)(ii) do not apply if
the registration statement is on Form S-3 or Form S-8, and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the registrant
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pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference 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.
(b) FILING INCORPORATING SUBSEQUENT EXCHANGE ACT DOCUMENTS BY
REFERENCE
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.
(h) REQUEST FOR ACCELERATION OF EFFECTIVE DATE OR FILING OF
REGISTRATION STATEMENT ON FORM S-8
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 Securities 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 Securities Act and will be governed by the
final adjudication of such issue.
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SIGNATURE
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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 April 29, 1998.
Integrated Sensor Solutions, Inc.
By: /s/ DAVID SATTERFIELD
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David Satterfield
Vice President, Finance and
Administration
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SIGNATURES AND POWER OF ATTORNEY
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The officers and directors of Integrated Sensor Solutions,
Inc., whose signatures appear below, hereby constitute and appoint Manher D.
Naik and David Satterfield, and each of them, their true and lawful attorneys
and agents, with full power of substitution, each with power to act alone, to
sign and execute on behalf of the undersigned any amendment or amendments to
this registration statement on Form S-8, and each of the undersigned does
hereby ratify and confirm all that each of said attorney and agent, or their
or his substitutes, shall 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 indicated on April 29, 1998.
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Signature Title
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<S> <C>
/s/ MANHER D. NAIK Chairman, President and Chief Executive
- --------------------------------- Officer (Principal Executive Officer)
Manher D. Naik
/s/ DAVID SATTERFIELD Vice President, Finance and Administration
- --------------------------------- (Principal Financial and Principal Accounting
David Satterfield Officer)
/s/ YUTAKA MORI Director
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Yutaka Mori
/s/ VINOD K. SOOD Director
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Vinod K. Sood
/s/ STUART D. BOYD Director
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Stuart D. Boyd
/s/ Y. S. FU Director
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Y.S. Fu
/s/ SHIGERU MIYASHITA Director
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Shigeru Miyashita
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EXHIBIT INDEX
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4.1 Certificate of Incorporation of the Company, as
filed with the Secretary of State of the State of
Delaware on October 14, 1995, is incorporated by
reference to Exhibit 3.1 to the Company's Amendment
No. 1 to the Registration Statement on Form SB-2
filed with the Securities and Exchange Commission on
February 5, 1998 (No. 333-41351)
4.2 Bylaws of the Company are incorporated by reference
to Exhibit 3.2 to the Company's Registration
Statement on Form SB-2 filed with the Securities and
Exchange Commission on December 2, 1997 (No. 333-41351)
5 Opinion re legality
23.1 Consent of Counsel (included in Exhibit 5)
23.2 Consent of Ernst & Young LLP
24 Power of Attorney (included in signature pages to
this registration statement)
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[LETTERHEAD OF GRAY CARY WARE & FREIDENRICH LLP] EXHIBIT 5
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April 29, 1998
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Ladies and Gentlemen:
As legal counsel for Integrated Sensor Solutions, Inc., a Delaware
corporation (the "Company"), we are rendering this opinion in connection with
the registration under the Securities Act of 1933, as amended, of up to
1,319,884 shares of the Common Stock, $0.001 par value, of the Company
("Common Stock") which may be issued pursuant to the exercise of options and
purchase rights granted under Integrated Sensor Solutions, Inc. 1997 Stock
Plan, the Integrated Sensor Solutions, Inc. 1989 Incentive Stock Option Plan,
the Integrated Sensor Solutions, Inc. 1997 Employee Stock Purchase Plan
(collectively, the "Plans") and a certain individual stock option agreement
(the "Individual Option").
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. We
are admitted to practice only in the State of California and we express no
opinion concerning any law other than the law of the State of California, the
corporation laws of the State of Delaware and the federal law of the United
States. As to matters of Delaware corporation law, we have based our opinion
solely upon our examination of such laws and the rules and regulations of the
authorities administering such laws, all as reported in standard, unofficial
compilations. We have not obtained opinions of counsel licensed to practice
in jurisdictions other than the State of California.
Based on such examination, we are of the opinion that the 1,319,884 shares of
Common Stock which may be issued upon the exercise of options and purchase
rights granted under the Plans and the Individual Option are duly authorized
shares of the Company's Common Stock, and, when issued against receipt of the
consideration therefor in accordance with the provisions of the Plans and the
Individual Option, will be validly issued, fully paid and nonassessable. We
hereby consent to the filing of this opinion as an exhibit to the
Registration Statement referred to above and the use of our name wherever it
appears in said Registration Statement.
Respectfully submitted,
/s/ GRAY CARY WARE & FREIDENRICH LLP
GRAY CARY WARE & FREIDENRICH LLP
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EXHIBIT 23.2
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CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration
Statement (Form S-8) pertaining to the 1997 Stock Plan, 1989 Incentive Stock
Option Plan, the 1997 Employee Stock Purchase Plan and the Individual Stock
Option Agreement of Integrated Sensor Solutions, Inc. of our report dated
June 15, 1997, except for Note 12, as to which the date is October 14,1997,
with respect to the financial statements of Integrated Sensor Solutions, Inc.
included in its Registration Statement (Form SB-2) filed with the Securities
and Exchange Commission.
/s/ ERNST & YOUNG LLP
ERNST & YOUNG LLP
San Jose, California
April 28, 1998
