Post-effective Amendment to an S-8 Filing (s-8 Pos)
November 25 2015 - 4:30PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION NO. 333-39055
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION NO. 333-51229
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION NO. 333-43934
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION NO. 333-58522
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION NO. 333-122387
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION NO. 333-156807
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION NO. 333-166927
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION NO. 333-201069
UNDER
THE
SECURITIES ACT OF 1933
Pericom Semiconductor Corporation
(Exact name of registrant as specified in its charter)
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California |
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77-0254621 |
(State or other jurisdiction of
incorporation or organization) |
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(I.R.S. Employer
Identification No.) |
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1545 Barber Lane, Milpitas, California |
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95035 |
(Address of Principal Executive Offices) |
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(Zip Code) |
Richard D. White
Chief Financial Officer and Secretary
Pericom Semiconductor Corporation
1545 Barber Lane, Milpitas, California 95035
(408) 232-9100
(Name, address and telephone number of agent for service)
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller
reporting company. See the definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act.
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Large accelerated filer |
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Accelerated filer |
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x |
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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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¨ |
DEREGISTRATION OF SECURITIES
These Post-Effective Amendments (these Post-Effective Amendments), filed by Pericom Semiconductor Corporation (the
Registrant), deregister all shares of the Registrants common shares, no par value per share (the Shares), remaining unissued and other obligations and interests registered 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):
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Registration Statement on Form S-8 (No. 333-39055), pertaining to the registration of 300,000 Shares issuable under the Pericom Semiconductor Corporation 1997 Employee Stock Purchase Plan, which was filed with
the Commission on October 30, 1997. |
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Registration Statement on Form S-8 (No. 333-51229), pertaining to the registration of 2,700,000 Shares issuable under the Pericom Semiconductor Corporation 1995 Stock Option Plan, which was filed with the
Commission on April 28, 1998. |
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Registration Statement on Form S-8 (No. 333-43934), pertaining to the registration of 300,000 Shares issuable under the Pericom Semiconductor Corporation 2000 Employee Stock Purchase Plan, which was filed with
the Commission on August 16, 2000. |
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Registration Statement on Form S-8 (No. 333-58522), pertaining to the registration of 2,250,000 Shares issuable under the Pericom Semiconductor Corporation 2001 Stock Incentive Plan, which was filed with the
Commission on April 9, 2001. |
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Registration Statement on Form S-8 (No. 333-122387), pertaining to the registration of 1,200,000 Shares issuable under the Pericom Semiconductor Corporation 2000 Employee Stock Purchase Plan, 2,250,000 Shares,
issuable under the Pericom Semiconductor Corporation 2004 Stock Incentive Plan and 376,200 Shares issuable as Inducement Stock Option Grants to New Employees in Connection with Acquisition, which was filed with the Commission on January 28,
2005. |
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Registration Statement on Form S-8 (No. 333-156807), pertaining to the registration of 3,000,000 Shares issuable under the Pericom Semiconductor Corporation 2004 Incentive Stock Plan, which was filed with the
Commission on January 20, 2009. |
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Registration Statement on Form S-8 (No. 333-166927), pertaining to the registration of 2,000,000 Shares issuable under the Pericom Semiconductor Corporation 2010 Employee Stock Purchase Plan, which was filed
with the Commission on May 18, 2010. |
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Registration Statement on Form S-8 (No. 333-201069), pertaining to the registration of 3,000,000 Shares issuable under the Pericom Semiconductor Corporation 2014 Stock Award and Incentive Compensation Plan,
which was filed with the Commission on December 19, 2014. |
On November 24, 2015, Diodes Incorporated and its
wholly-owned subsidiary PSI Merger Sub, Inc., (collectively, the Company) completed its acquisition of Pericom Semiconductor Corporation (Pericom) pursuant to the Agreement and Plan of Merger dated as of September 2,
2015 (the Merger Agreement) as amended on November 6, 2015, by Amendment No. 1 (the Amendment). Under the Merger Agreement and the Amendment and in accordance with General Corporation Law of the State of California
each outstanding share of Pericom common stock, without par value (other than shares owned by Pericom or certain of its affiliates or shares held by Pericom shareholders who have perfected their appraisal rights in accordance with applicable
California law), was cancelled and converted into the right to receive $17.75 in cash, without interest, subject to applicable withholding taxes. The aggregate consideration was approximately $413 million including the value of Pericom equity awards
paid out or converted to Diodes equity awards pursuant to the Merger Agreement and Amendment.
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In connection with the completion 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 Shares registered under the Registration Statements but not sold under the Registration Statements.
SIGNATURES
Pursuant to
the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in Plano,
Texas, on November 25, 2015.
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Pericom Semiconductor Corporation |
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By: |
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/s/ Richard D. White |
Name: |
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Richard D. White |
Title: |
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Chief Financial Officer and Secretary |
Note: Pursuant to Rule 478 of the Securities Act of 1933, as amended, no other person is required to sign this
Post-Effective Amendment No. 1 to the Registration Statement.
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