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Registration Statement No. 333-181403 |
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Registration Statement No. 333-171321 |
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Registration Statement No. 333-115123 |
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Registration Statement No. 333-13359 |
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Registration Statement No. 333-171295 |
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Registration Statement No. 333-165153 |
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Registration Statement No. 333-159174 |
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Registration Statement No. 333-152966 |
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Registration Statement No. 333-142980 |
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Registration Statement No. 333-133830 |
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Registration Statement No. 333-128427 |
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Registration Statement No. 333-102747 |
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Registration Statement No. 333-81414 |
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Registration Statement No. 333-56244 |
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Registration Statement No. 333-44212 |
|
Registration Statement No. 333-40508 |
|
Registration Statement No. 333-45118 |
|
Registration Statement No. 333- 48110 |
|
Registration Statement No. 333-35276 |
|
Registration Statement No. 333-34622 |
|
Registration Statement No. 333-94999 |
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Registration Statement No. 333-92885 |
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Registration Statement No. 333-87039 |
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Registration Statement No. 333-55991 |
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Registration Statement No. 333-55983 |
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Registration Statement No. 333-13387 |
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Registration Statement No. 333-34671 |
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Registration Statement No. 333-13357 |
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Registration Statement No. 33-62566 |
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Registration Statement No. 33-41027 |
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Registration Statement No. 33-94790 |
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Registration Statement No. 33-80988 |
As filed with the Securities and Exchange
Commission on January 27, 2016
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8
REGISTRATION STATEMENT NO. 333-181403
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8
REGISTRATION STATEMENT NO. 333-171321
POST-EFFECTIVE AMENDMENT NO. 2 TO FORM S-8
REGISTRATION STATEMENT NO. 333-115123
POST-EFFECTIVE AMENDMENT NO. 3 TO FORM S-8
REGISTRATION STATEMENT NO. 333-13359
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8
REGISTRATION STATEMENT NO. 333-171295
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8
REGISTRATION STATEMENT NO. 333-165153
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8
REGISTRATION STATEMENT NO. 333-159174
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8
REGISTRATION STATEMENT NO. 333-152966
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8
REGISTRATION STATEMENT NO. 333-142980
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8
REGISTRATION STATEMENT NO. 333-133830
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8
REGISTRATION STATEMENT NO. 333-128427
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8
REGISTRATION STATEMENT NO. 333-102747
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8
REGISTRATION STATEMENT NO. 333-81414
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8
REGISTRATION STATEMENT NO. 333-56244
POST-EFFECTIVE AMENDMENT NO. 2 TO FORM S-8
REGISTRATION STATEMENT NO. 333-44212
POST-EFFECTIVE AMENDMENT NO. 3 TO FORM S-8
REGISTRATION STATEMENT NO. 333-40508
POST-EFFECTIVE AMENDMENT NO. 2 TO FORM S-8
REGISTRATION STATEMENT NO. 333-45118
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8
REGISTRATION STATEMENT NO. 333- 48110
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8
REGISTRATION STATEMENT NO. 333-35276
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8
REGISTRATION STATEMENT NO. 333-34622
POST-EFFECTIVE AMENDMENT NO. 3 TO FORM S-8
REGISTRATION STATEMENT NO. 333-94999
POST-EFFECTIVE AMENDMENT NO. 2 TO FORM S-8
REGISTRATION STATEMENT NO. 333-92885
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8
REGISTRATION STATEMENT NO. 333-87039
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8
REGISTRATION STATEMENT NO. 333-55991
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8
REGISTRATION STATEMENT NO. 333-55983
POST-EFFECTIVE AMENDMENT NO. 2 TO FORM S-8
REGISTRATION STATEMENT NO. 333-13387
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8
REGISTRATION STATEMENT NO. 333-34671
POST-EFFECTIVE AMENDMENT NO. 2 TO FORM S-8
REGISTRATION STATEMENT NO. 333-13357
POST-EFFECTIVE AMENDMENT
NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 33-62566
POST-EFFECTIVE AMENDMENT NO. 2 TO FORM S-8
REGISTRATION STATEMENT NO. 33-41027
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8
REGISTRATION STATEMENT NO. 33-94790
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8
REGISTRATION STATEMENT NO. 33-80988
UNDER THE SECURITIES ACT OF 1933
MICROSEMI
STORAGE SOLUTIONS, INC. (f/k/a PMC-SIERRA, INC.)
(Exact name of registrant as specified in
its charter)
Delaware |
|
94-2925073 |
(State or other jurisdiction of incorporation
or
organization) |
|
(I.R.S. Employer Identification No.) |
1380 Bordeaux Drive
Sunnyvale, California 94089
(Address of Principal Executive Offices) (Zip Code)
2008 EQUITY PLAN
WINTEGRA, INC. 2006 AMENDED AND RESTATED
EQUITY INCENTIVE PLAN
2001 STOCK OPTION PLAN
1991 EMPLOYEE STOCK PURCHASE PLAN
1994 INCENTIVE STOCK PLAN
PASSAVE, INC. 2003 ISRAELI SHARE OPTION PLAN
PASSAVE, INC. 2005 U.S. STOCK INCENTIVE PLAN
ASSUMED DATUM TELEGRAPHIC INC. OPTIONS
MALLEABLE TECHNOLOGIES, INC. 1998 STOCK INCENTIVE
QUANTUM EFFECT DEVICES, INC. 1999 EQUITY
INCENTIVE PLAN
QUANTUM EFFECT DEVICES, INC. 1999 NON-EMPLOYEE
DIRECTORS STOCK OPTIONS PLAN
QUANTUM EFFECT DEVICES, INC. 1999 EMPLOYEE
STOCK PURCHASE PLAN
SWITCHON NETWORKS, INC. 1998 STOCK
AANETCOM, INC. STOCK OPTION PLAN
EXTREME PACKET DEVICES INC. 1999 STOCK OPTION
PLAN
ABRIZIO INC. 1997 STOCK OPTION PLAN
1998 PMC-SIERRA (MARYLAND), INC. STOCK OPTION
PLAN
PMC-SIERRA, INC. (PORTLAND) 1996 STOCK OPTION
PLAN
1992 SUBSIDIARY STOCK PLAN
1987 INCENTIVE STOCK PLAN
(Full title of the plans)
Paul Pickle
President
Microsemi Storage Solutions, Inc.
One Enterprise
Aliso Viejo, California 92656
(949) 380-6100
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Please send copies of all communications
to:
John W. Hohener
Executive Vice President,
Chief Financial Officer,
Secretary and Treasurer
Microsemi Corporation
One Enterprise
Aliso Viejo, California 92656
(949) 380-6100 |
|
Warren Lazarow
Paul Scrivano
O’Melveny & Myers LLP
2765 Sand Hill Road
Menlo Park, California 94025
(650) 473-2600 |
Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company:
Large accelerated filer x |
Accelerated filer ¨ |
|
Non-accelerated filer ¨ |
Smaller reporting company ¨ |
|
(Do not check if a smaller reporting
company) |
|
|
DEREGISTRATION OF UNSOLD SECURITIES
These Post-Effective Amendments (these “Post-Effective
Amendments”), filed by Microsemi Storage Solutions, Inc. (f/k/a PMC-Sierra, Inc.), a Delaware corporation (the “Registrant”),
to withdraw from registration any and all securities of the Registrant registered thereunder (the “Securities”) which
have not been sold under the following Registration Statements on Form S-8 (each, a “Registration Statement”, and collectively,
the “Registration Statements”) filed by the Registrant with the U.S. Securities and Exchange Commission (the “Commission”):
| · | Registration Statement on Form S-8 (No. 333-181403), pertaining to the registration of 9,500,000 shares of the Registrant’s
common stock, $0.001 par value per share (the “Shares”), issuable under the 2008 Equity Plan, which was filed with
the Commission on May 14, 2012. |
| · | Registration Statement on Form S-8 (No. 333-171321), pertaining to the registration of 12,000,000 Shares, issuable under the
2011 Employee Stock Purchase Plan, as amended, which was filed with the Commission on December 21, 2010. |
| · | Registration Statement on Form S-8 (No. 333-115123), pertaining to the registration of 20,460,298 Shares, issuable under the
1991 Employee Stock Purchase Plan, 1994 Incentive Stock Plan, 2001 Stock Option Plan or 2008 Equity Plan, which was filed with
the Commission on May 3, 2004 and amended on December 21, 2010. |
| · | Registration Statement on Form S-8 (No. 333-13359 ), pertaining to the registration of 800,000 Shares, issuable under the 1994
Incentive Stock Plan, 2001 Stock Option Plan or 2008 Equity Plan, which was filed with the Commission on October 3, 1996, and amended
on August 29, 1997 and December 21, 2010. |
| · | Registration Statement on Form S-8 (No. 333-171295), pertaining to the registration of 1,137,572 Shares and 1,137,572
rights to purchase series A participating preferred stock of PMC-Sierra, Inc. issuable under the Wintegra, Inc. 2006 Amended
and Restated Equity Incentive Plan, which was filed with the Commission December 20, 2010. |
| · | Registration Statement on Form S-8 (No. 333-165153), pertaining to the registration of 2,000,000 Shares, issuable under the
1991 Employee Stock Purchase Plan, which was filed with the Commission on March 2, 2010. |
| · | Registration Statement on Form S-8 (No. 333-159174), pertaining to the registration of 2,000,000 Shares, issuable under the
1991 Employee Stock Purchase Plan, which was filed with the Commission on May 12, 2009. |
| · | Registration Statement on Form S-8 (No. 333-152966), pertaining to the registration of 2,000,000 Shares, issuable under the
1991 Employee Stock Purchase Plan and 30,000,000 Shares, issuable under the 2008 Equity Plan, which was filed with the Commission
on August 12, 2008. |
| · | Registration Statement on Form S-8 (No. 333-142980), pertaining to the registration of 3,833,441 Shares, issuable under
the 1991 Employee Stock Purchase Plan, which was filed with the Commission on May 15, 2007. |
| · | Registration Statement on Form S-8 (No. 333-133830), pertaining to the registration of 7,510,032 Shares, issuable under the
Passave, Inc. 2003 Israeli Share Option Plan and the Passave, Inc. 2005 U.S. Stock Incentive Plan, which was filed with the Commission
on May 5, 2006. |
| · | Registration Statement on Form S-8 (No. 333-128427), pertaining to the registration of 1,785,620 Shares, issuable under the
1991 Employee Stock Purchase Plan, which was filed with the Commission on September 19, 2005. |
| · | Registration Statement on Form S-8 (No. 333-102747), pertaining to the registration of 8,372,092 Shares, issuable under the
1994 Incentive Stock Plan and 1,674,418 Shares issuable under the 1991 Employee Stock Purchase Plan, which was filed with the Commission
on January 27, 2003. |
| · | Registration Statement on Form S-8 (No. 333-81414), pertaining to the registration of 8,284,696 Shares, issuable under the
1994 Incentive Stock Plan and 1,656,939 Shares issuable under the 1991 Employee Stock Purchase Plan, which was filed with the Commission
on January 25, 2002. |
| · | Registration Statement on Form S-8 (No. 333-56244), pertaining to the registration of 8,111,005 Shares, issuable under the
1994 Incentive Stock Plan and 1,622,201 Shares issuable under the 1991 Employee Stock Purchase Plan, which was filed with the Commission
on February 26, 2001. |
| · | Registration Statement on Form S-8 (No. 333-44212), pertaining to the registration of 40,701 Shares, issuable pursuant to the
assumed Datum Telegraphic Inc. Options, which was filed with the Commission on August 21, 2000 and amended on November 3, 2000. |
| · | Registration Statement on Form S-8 (No. 333-40508), pertaining to the registration of 670,385 Shares, issuable under Malleable
Technologies, Inc. 1998 Stock Incentive Plan, which was filed with the Commission on June 29, 2000 and amended on August 25, 2000
and on November 3, 2000. |
| · | Registration Statement on Form S-8 (No. 333-45118), pertaining to the registration of 3,016,073 Shares, issuable under the
Quantum Effect Devices, Inc. 1999 Equity Incentive Plan, Quantum Effect Devices, Inc. 1999 Non-Employee Directors Stock Options
Plan or Quantum Effect Devices, Inc. 1999 Employee Stock Purchase Plan, which was filed with the Commission on September 1, 2000
and amended on November 3, 2000. |
| · | Registration Statement on Form S-8 (No. 333- 48110), pertaining to the registration of 647,591 Shares, issuable under the SwitchOn
Networks, Inc. 1998 Stock Plan, which was filed with the Commission on October 17, 2000. |
| · | Registration Statement on Form S-8 (No. 333-35276), pertaining to the registration of 282,263 Shares, issuable under the AANetcom,
Inc. Stock Option Plan, which was filed with the Commission on April 20, 2000. |
| · | Registration Statement on Form S-8 (No. 333-34622), pertaining to the registration of 323,840 Shares, issuable under the Extreme
Packet Devices Inc. 1999 Stock Option Plan, which was filed with the Commission April 12, 2000. |
| · | Registration Statement on Form S-8 (No. 333-94999), pertaining to the registration of 2,735,008 Shares, issuable under the
1994 Incentive Stock Plan and 683,752 Shares issuable under the 1991 Employee Stock Purchase Plan, which was filed with the Commission
on January 19, 2000. |
| · | Registration Statement on Form S-8 (No. 333-92885), pertaining to the registration of 2,514,028 Shares, issuable under the
1994 Incentive Stock Plan and 628,506 Shares issuable under the 1991 Employee Stock Purchase Plan, which was filed with the Commission
on December 16, 1999. |
| · | Registration Statement on Form S-8 (No. 333-87039), pertaining to the registration of 948,821 Shares, issuable under the Abrizio
Inc. 1997 Stock Option Plan, which was filed with the Commission on September 13, 1999. |
| · | Registration Statement on Form S-8 (No. 333-55991), pertaining to the registration of 1,100,000 Shares, issuable under the
1994 Incentive Stock Plan and 250,000 Shares issuable under the 1991 Employee Stock Purchase Plan, which was filed with the Commission
on June 3, 1998. |
| · | Registration Statement on Form S-8 (No. 333-55983), pertaining to the registration of 214,414 Shares, issuable under The 1998
PMC-Sierra (Maryland), Inc. Stock Option Plan, which was filed with the Commission on June 3, 1998. |
| · | Registration Statement on Form S-8 (No. 333-13387), pertaining to the registration of 240,000 Shares, issuable under the 1991
Employee Stock Purchase Plan, which was filed with the Commission on October 3, 1996 and amended on August 29, 1997. |
| · | Registration Statement on Form S-8 (No. 333-34671), pertaining to the registration of 500,000 Shares, issuable under the 1994
Incentive Stock Plan, which was filed with the Commission on October 3, 1996 and amended on August 29, 1997. |
| · | Registration Statement on Form S-8 (No. 333-13357), pertaining to the registration of 450,000 Shares, issuable under the PMC-Sierra,
Inc. (Portland) 1996 Stock Option Plan, which was filed with the Commission on October 3, 1996. |
| · | Registration Statement on Form S-8 (No. 33-62566), pertaining to the registration of 400,000 Shares, issuable under the 1987
Incentive Stock Plan, which was filed with the Commission on May 12, 1993. |
| · | Registration Statement on Form S-8 (No. 33-41027), pertaining to the registration of 1,559,206 Shares, issuable under the 1987
Incentive Stock Plan and 1991 Employee Stock Purchase Plan, which was filed with the Commission on June 3, 1991. |
| · | Registration Statement on Form S-8 (No. 33-94790), pertaining to the registration of 800,000 Shares, issuable under the 1994
Incentive Stock Plan, which was filed with the Commission on July 20, 1995. |
| · | Registration Statement on Form S-8 (No. 33-80988), pertaining to the registration of 160,000 Shares, issuable under 1991 Employee
Stock Purchase Program, which was filed with the Commission on June 30, 1994. |
Pursuant to the Agreement and Plan of Merger,
dated as of November 24, 2015 (the “Merger Agreement”), by and among Microsemi Corporation, a Delaware corporation
(“Microsemi”), Lois Acquisition Corp., a Delaware corporation and direct wholly owned subsidiary of Microsemi (the
“Offeror”) and the Registrant, the Offeror was merged with and into the Registrant (the “Merger”), with
the Registrant continuing as the surviving corporation and a wholly owned subsidiary of Microsemi. The Merger became effective
on January 15, 2016.
In connection with the closing of the
Merger, the offerings pursuant to the Registration Statements have been terminated. In accordance with undertakings made by
the Registrant in the Registration Statements to remove from registration, by means of a post-effective amendment, any of the
securities that remain unsold at the termination of the offerings, the Registrant hereby removes from registration all
Securities registered under the Registration Statements but not sold under the Registration Statements, if any. The
Registration Statements are hereby amended, as appropriate, to reflect the deregistration of such securities.
SIGNATURE
Pursuant to the requirements of the Securities
Act of 1933, 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 these Post-Effective Amendments to be signed on its behalf by the undersigned, thereunto duly authorized,
in the City of Aliso Viejo, State of California, on January 27, 2016.
|
MICROSEMI STORAGE SOLUTIONS, INC (f/k/a |
|
PMC-Sierra, Inc.) |
|
|
|
By: |
/s/ John W. Hohener |
|
Name: |
John W. Hohener |
|
Title: |
Chief Financial Officer and Treasurer |
Note: No other person is required to sign these Post-Effective Amendments
in reliance upon Rule 478 under the Securities Act of 1933, as amended.
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