Securities Registration: Employee Benefit Plan (s-8)
May 19 2017 - 4:38PM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on May 19, 2017
Registration
No. 333-
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
S-8
REGISTRATION STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
INTEGRATED DEVICE TECHNOLOGY, INC.
(Exact Name of Registrant as Specified in Its Charter)
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Delaware
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94-2669985
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(State or Other Jurisdiction of
Incorporation or Organization)
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(I.R.S. Employer
Identification Number)
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6024 Silver Creek Valley Road
San Jose, California 95138
(Address of Principal Executive Offices including Zip Code)
Amended and Restated Integrated Device Technology, Inc. 2004 Equity Plan
(Full Title of the Plan)
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Matthew Brandalise, Esq.
General Counsel and Secretary
Integrated Device Technology, Inc.
6024 Silver Creek Valley Road
San Jose, CA 95138
(408)
284-8200
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Copy To:
Mark V. Roeder, Esq.
Latham & Watkins LLP
140 Scott Drive
Menlo
Park, California 94025
(650) 328-4600
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(Name and Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated
filer, smaller reporting company, or an emerging growth company. See the definition of large accelerated filer, accelerated filer, smaller reporting company, and emerging growth company in Rule
12b-2
of the Exchange Act.
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Large Accelerated Filer
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☒
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Accelerated Filer
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☐
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Non-Accelerated Filer
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☐ (Do not check if a smaller reporting company)
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Smaller Reporting Company
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☐
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Emerging growth company
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☐
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
CALCULATION
OF REGISTRATION FEE
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Title of Securities
To Be Registered
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Amount
to be
Registered(1)
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Proposed
Maximum
Offering
Price
Per Share (3)
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Proposed
Maximum
Aggregate
Offering Price (3)
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Amount of
Registration Fee
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Common Stock, $0.001 Par Value
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4,500,000(2)
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$23.01
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$103,545,000.00
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$12,000.87
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(1)
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Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the
Securities Act
), this registration statement also covers any additional shares of the Registrants common stock that
become issuable under the Integrated Device Technology, Inc. 2004 Equity Plan (the
Plan
) by reason of any stock dividend, stock split, recapitalization or similar transaction effected without the registrants receipt of
consideration which would increase the number of outstanding shares of common stock.
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(2)
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Represents the additional shares of common stock available for future issuance under the Plan as of September 22, 2015 resulting from stockholder approval at the Registrants annual meeting on that date to
amend and restate the Plan to, in part, increase the number of shares reserved for issuance thereunder.
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(3)
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This estimate is made pursuant to Rule 457(h) of the Securities Act solely for purpose of calculating the registration fee for the securities registered hereunder based on the average of the high and the low prices for
the Registrants common stock as reported on The NASDAQ Global Select Market on May 18, 2017.
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Proposed sale to take
place as soon after the effective date of the
registration statement as awards under the plan are exercised and/or vest.
REGISTRATION OF ADDITIONAL SECURITIES
Pursuant to registration statements on Form
S-8
(collectively, the
Prior Registration
Statements
) filed with the Securities and Exchange Commission (the
SEC
), Integrated Device Technology, Inc. (the
Registrant
) registered an aggregate of 41,800,000 shares of its common stock issuable
under the Plan as set forth below:
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Filing Date
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File No.
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Number of Shares Registered
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January 21, 2005
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333-122231
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2,500,000
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September 16, 2005
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333-128376
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17,000,000
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October 25, 2006
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333-138205
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5,000,000
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October 28, 2008
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333-154776
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4,000,000
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November 19, 2010
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333-170748
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8,300,000
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March 17, 2014
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333-194629
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5,000,000
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The Registrant is hereby registering an additional 4,500,000 shares of its common stock issuable under the
Plan. Pursuant to General Instruction E of Form
S-8,
the contents of the Prior Registration Statements are incorporated by reference herein; except for Items 3 and 8 which are being updated by this
Registration Statement.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The information called for in Part I of Form
S-8
is not being filed with or included in this Form
S-8
(by incorporation by reference or otherwise) in accordance with the rules and regulations of the SEC.
PART II
INFORMATION
REQUIRED IN THE REGISTRATION STATEMENT
In this registration statement, Integrated Device Technology, Inc. is sometimes referred to
as Registrant, we, us or our.
Item 3.
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Incorporation
of
Documents
by
Reference
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The SEC allows us to incorporate by reference the information we file with them, which means that we can disclose important information to you
by referring you to those documents. The information incorporated by reference is considered to be part of this registration statement, and later information filed with the SEC will update and supersede this information. We hereby incorporate by
reference into this registration statement the following documents previously filed with the SEC:
(a) The Registrants Annual Report
on Form
10-K
for the fiscal year ended April 2, 2017, filed with the SEC on May 19, 2017.
(b) The Registrants Current Report on Form
8-K,
filed with the SEC on April 4, 2017.
(c) All other reports filed pursuant to Sections 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 annual report referred to above.
(d) The description of the Registrants common stock contained in the Registrants registration statement on
Form 8-A
(Registration
No. 001-12695),
filed with the SEC under Section 12(b) of the Exchange Act on July 23, 1984, including any amendments or reports filed
for the purpose of updating such description.
All documents that the Registrant subsequently files 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 the registration statement which indicates that all of the shares of common stock offered have been sold or which deregisters all of such shares then remaining
unsold, shall be deemed to be incorporated by reference in this registration statement and to be a part hereof from the date of the filing of such documents; except as to any portion of any future annual or quarterly report to stockholders or
document or current report furnished under current Items 2.02 or 7.01 of
Form 8-K,
and exhibits furnished on such form that relate to such items, that is not deemed filed under such provisions. For the
purposes of this registration statement, any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded 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 such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute
a part of this registration statement.
Under no circumstances will any information filed under current items 2.02 or 7.01 of Form
8-K,
and exhibits furnished on such form that relate to such items, be deemed incorporated herein by reference unless such Form
8-K
expressly provides to the contrary.
The Exhibits accompanying this Registration Statement are listed on the
accompanying Exhibit Index.
SIGNATURES
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 this 19
th
day of May, 2017.
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INTEGRATED DEVICE TECHNOLOGY, INC.
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By:
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/s/ Brian C.
White
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Brian C. White
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Senior Vice President and Chief Financial Officer
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POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below does hereby constitute and appoint Brian C. White and
Matthew Brandalise, and each of them, with full power of substitution and full power to act without the other, his or her true and lawful
attorney-in-fact
and agent to
act for him or her in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, and to file this registration statement, with all exhibits
thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact
and agents, and each of them,
full power and authority to do and perform each and every act and thing requisite and necessary to be done in order to effectuate the same as fully, to all intents and purposes, as they or he or she might or could do in person, hereby ratifying and
confirming all that said
attorneys-in-fact
and agents, or any of them, 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.
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Signature
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Title
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Date
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/s/ Gregory L. Waters
Gregory L. Waters
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Chief Executive Officer,
President and Director (Principal Executive Officer)
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May 19,
2017
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/s/ Brian C. White
Brian C. White
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Senior Vice President and
Chief Financial Officer (Principal Financial and Accounting Officer)
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May 19,
2017
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/s/ John A. Schofield
John A. Schofield
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Chairman of the
Board
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May 19,
2017
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/s/ Ken Kannappan
Ken Kannappan
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Director
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May 19,
2017
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/s/ Umesh Padval
Umesh Padval
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Director
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May 19,
2017
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/s/ Gordon W. Parnell
Gordon W. Parnell
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Director
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May 19,
2017
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/s/ Robert A. Rango
Robert A. Rango
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Director
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May 19,
2017
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/s/ Norman Taffe
Norman Taffe
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Director
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May 19,
2017
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/s/ Serena Loh LaCroix
Serena Loh LaCroix
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Director
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May 19, 2017
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INDEX TO EXHIBITS
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EXHIBIT
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4.1
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Restated Certificate of Incorporation, as amended to date (1)
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4.2
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Amended and Restated Bylaws (2)
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5.1
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Opinion of Latham & Watkins LLP
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23.1
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Consent of Latham & Watkins LLP (included in Exhibit 5.1)
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23.2
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Consent of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm
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24.1
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Powers of Attorney (included in the signature page to this registration statement)
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99.1
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Amended and Restated Integrated Device Technology, Inc. 2004 Equity Plan (3)
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(1)
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Previously filed as Exhibit 3.1 to the Registrants Annual Report on Form
10-K,
filed with the SEC on May 21, 2012, and incorporated by reference herein.
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(2)
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Previously filed as Exhibit 3.3 to the Registrants Quarterly Report on Form
10-Q,
filed with the SEC on November 6, 2013, and incorporated by reference herein.
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(3)
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Previously filed as Exhibit 10.18 to the Registrants Annual Report on Form
10-K,
filed with the SEC on May 19, 2017, and incorporated by reference herein.
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