As filed with the Securities and Exchange Commission on December 19, 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
MICREL, INCORPORATED
(Exact Name of Registrant as Specified in Its Charter)
California 94-2526744
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
2180 Fortune Drive, San Jose, California 95131
(Address of Principal Executive Office, Including Zip Code)
MICREL, INCORPORATED
401(k) PLAN
2000 NONQUALIFIED STOCK INCENTIVE PLAN
(Full Title of the Plans)
Richard D. Crowley, Jr.
Chief Financial Officer
Micrel, Incorporated
2180 Fortune Drive, San Jose, California 95131
(Name and Address of Agent for Service)
(408) 944-0800
(Telephone Number, Including Area Code, of Agent for Service)
Copy to:
Stephen J. Schrader, Esq.
Morrison & Foerster LLP
755 Page Mill Road, Palo Alto, California 94304
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CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Title of maximum maximum
securities Amount offering aggregate Amount of
to be to be price per offering registration
registered registered(1) share (2) price (2) fee
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<S> <C> <C> <C> <C>
Common Stock 1,100,000 $ 34.1250 $ 37,537,500 $ 9,909.90
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(1) This Registration Statement will also cover any additional shares of
Common Stock which become issuable under the 401(k) Plan and 2000
Nonqualified Stock Incentive Plan by reason of any stock dividend, stock
split, recapitalization or any other similar transaction effected
without the receipt of consideration which results in an increase in the
number of the Registrant's outstanding shares of Common Stock.
(2) Estimated solely for the purpose of calculating the registration fee in
accordance with Rules 457(h) and (c) under the Securities Act of 1933, as
amended, based upon an average of the high and low prices of Micrel,
Incorporated common stock reported on the Nasdaq National Market on
December 18, 2000.
In addition, pursuant to Rule 416(c) under the Securities Act of 1933, as
amended, this Registration Statement also covers an indeterminate amount
of interests to be offered or sold pursuant to the Micrel, Incorporated
401(k) plan described herein.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents containing the information specified in Part 1 of Form S-8
(plan information and registrant information and employee plan annual
information) will be sent or given to employees as specified by Securities and
Exchange Commission Rule 428(b)(1). Such documents need not be filed with the
Securities and Exchange Commission either as part of this Registration
Statement or as prospectuses or prospectus supplements pursuant to Rule 424.
These documents and the documents incorporated by reference in this
Registration Statement pursuant to Item 3 of Form S-8 (Part II hereof), taken
together, constitute a prospectus that meets the requirements of Section 10(a)
of the Securities Act of 1933.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by Micrel, Incorporated (the "Registrant")
with the Securities and Exchange Commission (the "Commission") are
incorporated by reference herein:
(a) The Registrant's Annual Report on Form 10-K (the "Annual
Report"), which includes audited financial statements for the Registrant's
latest fiscal year ending December 31, 1999.
(b) The Registrant's Quarterly Reports on Form 10-Q for the quarters
ended March 31, 2000, June 30, 2000, and September 30, 2000.
(c) The description of the Registrant's Common Stock which is
contained in its Registration Statement on Form 8-A filed December 6, 1994,
including any amendment or report filed for the purpose of updating such
description.
All documents filed by the Registrant with the Commission pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 (the
"Exchange Act"), 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 into this Registration Statement and to be a part hereof from the
date of filing of such documents. Any statement contained in a document
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any other subsequently filed document which also is or
is deemed to be incorporated by reference herein modifies or supersedes such
statement. Any statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
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Item 6. Indemnification of Directors and Officers.
The Registrant's Bylaws provide that the Company will indemnify its
directors and executive officers and may indemnify its other officers,
employees and other agents to the fullest extent permitted by California law.
The Registrant is also empowered under its Bylaws to enter into indemnification
agreements with its directors and officers and to purchase insurance on behalf
of any person whom it is required or permitted to indemnify. The Registrant
has entered into indemnification agreements with each of its directors and
executive officers.
In addition, the Registrant's Restated Articles of Incorporation provide
that the liability of the Registrant's directors for monetary damages shall be
eliminated to the fullest extent permissible under California law. This
provision in the Restated Articles of Incorporation does not eliminate a
director's duty of care, and in appropriate circumstances equitable remedies
such as an injunction or other forms of non-monetary relief will remain
available under California law. Each director will continue to be subject to
liability for breach of the director's duty of loyalty to the Registrant, for
acts or omissions not in good faith or involving intentional misconduct or
knowing violations of law, for acts or omissions that the director believes to
be contrary to the best interests of the Registrant or its shareholders, for
any transaction from which the director derived an improper personal benefit,
for improper transactions between the director and the Registrant and for
improper distributions to shareholders and loans to directors and officers.
This provision also does not affect a director's responsibilities under any
laws, such as the federal securities laws or state or federal environmental
laws.
The Registrant has entered into agreements with its directors and
certain of its executive officers that require the Registrant to indemnify
such persons against expenses, judgments, fines, settlements and other amounts
actually and reasonably incurred (including expenses of a derivative action)
in connection with any proceeding, whether actual or threatened, to which any
such person may be made a party by reason of the fact that such person is or
was a director or officer of the Registrant or any of its affiliated
enterprises, provided such person acted in good faith and in a manner such
person reasonably believed to be in or not opposed to the best interests of
the Registrant and, with respect to any criminal proceeding, had no reasonable
cause to believe his or her conduct was unlawful. The indemnification
agreement also sets forth certain procedures that will apply in the event of a
claim for indemnification thereunder.
Item 7. Exemption From Registration Claimed.
Not applicable.
Item 8. Exhibits.
Exhibit
Number Description
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5.1 Opinion of Morrison & Foerster LLP.
23.1 Consent of Morrison & Foerster LLP (included in Exhibit 5.1)
23.2 Consent of Deloitte & Touche LLP, Independent Auditors
25.1 Power of Attorney (contained in the signature page hereto)
Item 9. Undertakings.
The undersigned Registrant hereby undertakes:
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(i) to file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement
and to include any material information with respect to the plan
of distribution not previously disclosed in this Registration
Statement or any material change to such information in this
Registration Statement;
(ii) 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;
(iii) 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.
The undersigned Registrant hereby further 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 each filing of the Micrel, Incorporated 401(k) Plan annual
report pursuant to Section 15(d) of the Exchange Act) that is incorporated by
reference in this 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.
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 Commission such indemnification is
against public policy as expressed in the Securities Act, and may, therefore,
be unenforceable. In accordance with Item 8(b) of Form S-8, the Registrant
hereby undertakes to submit the Micrel, Incorporated 401(k) Plan and any
amendments thereto (the "Plan") to the Internal Revenue Service ("IRS") in a
timely manner and has made or will make all changes required by the IRS to
qualify the Plan.
SIGNATURES
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Pursuant to the requirements of the Securities Act, the Registrant,
Micrel, Incorporated, 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
December 19, 2000.
MICREL, INCORPORATED
By:/s/ Raymond D. Zinn
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Raymond D. Zinn
President and Chief Executive Officer
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POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints
Raymond D. Zinn and Richard D. Crowley, Jr., and each of them, as
attorneys-in-fact, each with the power of substitution, for him in any and all
capacities, to sign any amendment to this Registration Statement and to file
the same, with exhibits thereto and other documents in connection therewith,
with the Securities and Exchange Commission, granting to said
attorneys-in-fact, full power and authority to do and perform each and every
act and thing requisite and necessary to be done in connection therewith, as
fully to all intents and purposes as he might or could do in person, hereby
ratifying and confirming the said attorney-in-fact or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on
the date indicated.
Signature Capacity Date
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/s/ Raymond D. Zinn President, Chief December 19, 2000
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Raymond D. Zinn Executive Officer
and Chairman of
the Board of
Directors
(Principal
Executive Officer)
/s/ Richard D. Crowley, Jr. Vice President, December 19, 2000
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Richard D. Crowley, Jr. Finance and Chief
Financial Officer
(Principal
Financial and
Accounting
Officer)
/s/ Warren H. Muller Vice President and December 19, 2000
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Warren H. Muller Director
/s/ George Kelly Director December 19, 2000
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George Kelly
/s/ Dale L. Peterson Director December 19, 2000
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Dale L. Peterson
/s/ Larry L. Hansen Director December 19, 2000
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Larry L. Hansen
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401(k) PLAN
Pursuant to the requirements of the Securities Act, the person(s) who
administer(s) the employee benefit plan have duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereto duly
authorized, in the City of San Jose, State of California on December 19, 2000
Micrel, Incorporated 401(k) Plan
By: /s/Richard D. Crowley, Jr.
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INDEX TO EXHIBITS
Exhibit
Number Description
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5.1 Opinion of Morrison & Foerster LLP.
23.1 Consent of Morrison & Foerster LLP (included in Exhibit 5.1)
23.2 Consent of Deloitte & Touche LLP, Independent Auditors
25.1 Power of Attorney (contained in the signature page hereto)
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