As filed with the Securities and Exchange Commission on May 25, 2000
Registration No. 333-
______________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
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)
1849 Fortune Drive
San Jose, California 95131
(Address of Principal Executive Office, Including Zip Code)
ELECTRONIC TECHNOLOGY CORPORATION
1997 STOCK INCENTIVE PLAN
INCENTIVE STOCK OPTION PLAN OF 1996
INCENTIVE STOCK OPTION PLAN OF 1995
(Full Title of the Plans)
Richard B. Crowley, Jr.
Chief Financial Officer
Micrel, Incorporated
1849 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.
Stephanie J. Millet, Esq.
Mary Anne becking, Esq.
Morrison & Foerster LLP
755 Page Mill Road
Palo Alto, California 94304
(650) 813-5600
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CALCULATION OF REGISTRATION FEE
- ------------------------------------------------------------------------------
Proposed Proposed
Title of maximum maximum
securities offering aggregate amount of
to be Amount to be price per offering registration
registered registered share (1) price (1) fee
- ------------ -------------- -------------- ------------- -------------
Common Stock 6,583 $ 64.625 $ 425,426 $ 112.31
- ------------ -------------- -------------- ------------- -------------
(1) 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
May 23, 2000.
In addition, pursuant to Rule 416(c) under the Securities Act, this
Registration Statement also covers an indeterminate amount of interests to
be offered or sold pursuant to the employee benefit plans described
herein.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents containing the information specified in Part I 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 ended December 31, 1999; and
(b) The Registrant's Quarterly Report on Form 10-Q for the quarter
ended March 31, 2000.
All documents filed by the Registrant with the Commission pursuant to
Section 13(a), 13(c), 14 or 15(d) of 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.
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.
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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 omission 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
5.1 Opinion of Morrison & Foerster LLP
23.1 Consent of Morrison & Foerster LLP (included in Exhibit 5.1)
23.2 Independent Auditors' Consent
25.1 Power of Attorney (Page 5)
Item 9. Undertakings.
The undersigned Registrant hereby undertakes:
(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, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and
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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
Securities Exchange Act of 1934 (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 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 of
1933 may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise (other than
insurance), the Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in such 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 such Act
and will be governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, 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 May 25, 2000.
MICREL, INCORPORATED
By: /s/ Raymond D. Zinn
------------------------
Raymond D. Zinn
President, Chief Executive Officer and
Chairman of the Board of Directors
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POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints
Raymond D. Zinn and Richard B. 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 of 1933, as
amended, this Registration Statement has been signed by the following persons
in the capacities and on the date indicated.
Signature Capacity Date
- --------- -------- ----
/s/ Raymond D. Zinn President, Chief Executive May 25, 2000
--------------------------- Officer and Chairman of the
Raymond D. Zinn the Board of Directors
(Principal Executive Officer)
/s/ Richard D. Crowley, Jr. Vice President, Finance and May 25, 2000
--------------------------- Chief Financial Officer
Richard D. Crowley, Jr. (Principal Financial and
Accounting Officer)
/s/ Warren H. Muller Chief Technical Officer, May 25, 2000
--------------------------- Secretary and Director
Warren H. Muller
/s/ George Kelly Director May 25, 2000
---------------------------
George Kelly
/s/ Dale L. Peterson Director May 25, 2000
---------------------------
Dale L. Peterson
/s/ Larry L. Hansen Director May 25, 2000
---------------------------
Larry L. Hansen
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INDEX TO EXHIBITS
Exhibit
Number Description
5.1 Opinion of Morrison & Foerster LLP
23.1 Consent of Morrison & Foerster LLP (included in Exhibit 5.1)
23.2 Independent Auditors' Consent
25.1 Power of Attorney (Page 5)
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Exhibit 5.1
MORRISON & FOERSTER LLP
Palo Alto, California
May __, 2000
Micrel, Incorporated
1849 Fortune Drive
San Jose, California 95131
Ladies and Gentlemen:
We have examined the registration statement on Form S-8 (the
"Registration Statement") to be filed by Micrel, Incorporated (the "Company")
with the Securities and Exchange Commission (the "SEC") in connection with the
registration under the Securities Act of 1933, as amended, of an aggregate of
6,583 shares of the Company's Common Stock, no par value (the "Plan Shares")
which will be issuable under the Electronic Technology Corporation 1997 Stock
Incentive Plan, the Electronic Technology Corporation Incentive Stock Option
Plan of 1996 and the Electronic Technology Corporation Incentive Stock Option
Plan of 1995 (collectively, the "Plans").
As your counsel in connection with the Registration Statement, we have
examined the proceedings taken by you in connection with the assumption of the
Plans and the authorization of the issuance of the shares of Common Stock
under the Plans and such documents as we have deemed necessary to render this
opinion.
Based upon the foregoing, it is our opinion that the Plan Shares, when
issued and outstanding pursuant to the terms of the Plans, will be validly
issued, fully paid and nonassessable shares of the Company's Common Stock.
We consent to the use of this opinion as an exhibit to the Registration
Statement.
Very truly yours,
/s/ Morrison & Foerster
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Exhibit 23.2
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
Micrel, Incorporated on Form S-8 of our reports dated January 24, 2000,
appearing in the Annual Report on Form 10-K of Micrel, Incorporated for the
year ended December 31, 1999.
San Jose, California
May 24, 2000
/s/ Deloitte & Touche
