<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 21, 2000
REGISTRATION NO. 333-43864
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST-EFFECTIVE
AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------------
ELANTEC SEMICONDUCTOR, INC.
(Exact name of Registrant as specified in its Charter)
<TABLE>
<S> <C> <C>
DELAWARE 3674 77-0408929
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification No.)
</TABLE>
675 TRADE ZONE BOULEVARD
MILPITAS, CALIFORNIA 95035
(408) 945-1323
(Address, including zip code, and telephone number, including area code, of
Registrant's principal executive offices)
EPHRAIM KWOK
VICE PRESIDENT OF FINANCE AND
ADMINISTRATION AND
CHIEF FINANCIAL OFFICER
675 TRADE ZONE BOULEVARD
MILPITAS, CALIFORNIA 95035
(408) 945-1323
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
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COPIES TO:
<TABLE>
<S> <C>
GORDON K. DAVIDSON, ESQ. PETER T. HEALY, ESQ.
HORACE L. NASH, ESQ. C. BROPHY CHRISTENSEN, ESQ.
ROBERT A. FREEDMAN, ESQ. O'MELVENY & MYERS LLP
FENWICK & WEST LLP EMBARCADERO CENTER WEST
TWO PALO ALTO SQUARE 275 BATTERY STREET, SUITE 2600
PALO ALTO, CALIFORNIA 94306 SAN FRANCISCO, CALIFORNIA 94111
(650) 494-0600 (415) 984-8700
</TABLE>
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If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, check the following
box. / /
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act,
other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. / /
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) 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 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 this Form is a post-effective amendment filed pursuant to Rule 462(d)
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. /X/ FILE NO. 333-43864
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
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<PAGE>
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
The following exhibits are filed herewith or incorporated by reference
herein:
<TABLE>
<CAPTION>
EXHIBIT
NUMBER EXHIBIT TITLE
------- -------------
<C> <S>
1.01 --Execution Version of Underwriting Agreement.
4.01 --Registrant's Certificate of Incorporation (incorporated by
reference from Exhibit 3(i).01 to the Registrant's
Registration Statement on Form S-1, filed on August 24,
1995, as amended (Reg. No. 33-96136)).
4.02 --Registrant's Certificate of Amendment to its Certificate
of Incorporation (incorporated by reference from
Exhibit 4.1 to the Registrant's Quarterly Report on
Form 10-Q for the quarter ended June 30, 2000).
4.03 --Registrant's Certificate of Designation (incorporated by
reference from Exhibit 3.2 to the Registrant's
Registration Statement on Form 8-A, filed on
September 16, 1998 (Reg. No. 000-26690)).
4.04 --Registrant's Bylaws (incorporated by reference from
Exhibit 3(ii).02 to the Registrant's Registration
Statement on Form S-1, filed on August 24, 1995, as
amended (Reg. No. 33-96136).
4.05* --Specimen Certificate for Registrant's Common Stock.
5.01* --Opinion of Fenwick & West LLP regarding legality of the
securities being issued.
23.01* --Consent of Fenwick & West LLP (included in Exhibit 5.01).
23.02* --Consent of Deloitte & Touche LLP, Independent Auditors.
23.03* --Consent of Ernst & Young LLP, Independent Auditors.
24.01* --Power of Attorney.
27.01 --Financial Data Schedule (incorporated by reference from
Exhibit 27.01 to the Registrant's Quarterly Report on
Form 10-Q for the quarter ended June 30, 2000).
</TABLE>
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* Previously filed.
II-1
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant has duly caused this post-effective amendment to the registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the city of Milpitas, State of California, on this 20th day of
September, 2000.
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<S> <C> <C>
ELANTEC SEMICONDUCTOR, INC.
By: /s/ RICHARD BEYER
-----------------------------------------
Richard Beyer
PRESIDENT AND CHIEF EXECUTIVE OFFICER
</TABLE>
Pursuant to the requirements of the Securities Act of 1933, as amended, this
post-effective amendment to the registration statement has been signed by the
following persons in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
NAME TITLE DATE
---- ----- ----
<C> <S> <C>
President, Chief Executive
/s/ RICHARD BEYER Officer and Director
------------------------------------------- (Principal Executive September 20, 2000
Richard Beyer Officer)
Vice President of Finance
and Administration and
/s/ EPHRAIM KWOK Chief Financial Officer
------------------------------------------- (Principal Financial September 20, 2000
Ephraim Kwok Officer and Principal
Accounting Officer)
*
------------------------------------------- Director September 20, 2000
James V. Diller
*
------------------------------------------- Director September 20, 2000
Chuck K. Chan
*
------------------------------------------- Director September 20, 2000
Alan V. King
*
------------------------------------------- Director September 20, 2000
Umesh Padval
</TABLE>
<TABLE>
<S> <C> <C> <C>
*By: /s/ EPHRAIM KWOK
---------------------------------------
Ephraim Kwok,
ATTORNEY-IN-FACT
</TABLE>
II-2
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER EXHIBIT TITLE
------- -------------
<C> <S>
1.01 --Execution Version of Underwriting Agreement.
4.01 --Registrant's Certificate of Incorporation (incorporated by
reference from Exhibit 3(i).01 to the Registrant's
Registration Statement on Form S-1, filed on August 24,
1995, as amended (Reg. No. 33-96136)).
4.02 --Registrant's Certificate of Amendment to its Certificate
of Incorporation (incorporated by reference from
Exhibit 4.1 to the Registrant's Quarterly Report on
Form 10-Q for the quarter ended June 30, 2000).
4.03 --Registrant's Certificate of Designation (incorporated by
reference from Exhibit 3.2 to the Registrant's
Registration Statement on Form 8-A, filed on
September 16, 1998 (Reg. No. 000-26690)).
4.04 --Registrant's Bylaws (incorporated by reference from
Exhibit 3(ii).02 to the Registrant's Registration
Statement on Form S-1, filed on August 24, 1995, as
amended (Reg. No. 33-96136).
4.05* --Specimen Certificate for Registrant's Common Stock.
5.01* --Opinion of Fenwick & West LLP regarding legality of the
securities being issued.
23.01* --Consent of Fenwick & West LLP (included in Exhibit 5.01).
23.02* --Consent of Deloitte & Touche LLP, Independent Auditors.
23.03* --Consent of Ernst & Young LLP, Independent Auditors.
24.01* --Power of Attorney.
27.01 --Financial Data Schedule (incorporated by reference from
Exhibit 27.01 to the Registrant's Quarterly Report on
Form 10-Q for the quarter ended June 30, 2000).
</TABLE>
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* Previously filed.
