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As filed with the Securities and Exchange Commission on January 23, 2004 |
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Registration No. 333-__________ |
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 |
2975 Stender Way
Santa Clara, California 95054
(Address of Principal Executive Offices including Zip Code)
Integrated Device Technology, Inc. 1984 Employee Stock Purchase Plan
Integrated Device Technology, Inc. 1997 Stock Option Plan
(Full Title of the Plan)
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James Laufman, Esq. |
Copy to: |
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(Name and Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service) |
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CALCULATION OF REGISTRATION FEE |
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Securities to be Registered |
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Amount |
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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, par value $.001 per share (1): |
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To be issued under the
1984 Employee Stock |
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2,000,000 shares |
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$20.64 |
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$41,280,000 |
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$3,339.55 |
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To be issued under the
1997 Stock Option Plan |
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3,000,000 shares |
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$20.64 |
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$61,920,000 |
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$5,009.33 |
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Total |
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$8,348.88 |
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(1) Associated with the IDT common stock are preferred stock purchase rights which will not be exercisable or be evidenced separately from the common stock prior to the occurrence of certain events.
(2) This registration statement shall also cover any additional shares of common stock which become issuable under the Integrated Device Technology, Inc. ESPP or the Stock Plan by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without the receipt of consideration which results in an increase in the number of the outstanding shares of common stock of Integrated Device Technology, Inc. In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this registration statement also covers an indeterminate amount of interests to be offered or sold pursuant to the employee benefit plans described herein.
(3) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(h)(1) registered hereunder based on the average of the high and the low prices for Integrated Device Technology, Inc.’s Common Stock as reported on the Nasdaq National Market System on January 20, 2004.
Proposed sale to take place as soon after the effective date of the Registration Statement as options granted under the Plan are exercised.
Total Pages 7
Exhibit Index Appears on Page 5
PART I
The information called for in Part I of the 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 Securities and Exchange Commission (the “Commission”).
PART II
Pursuant to General Instruction E of Form S-8, the contents of the prior ESPP and Stock Plan Registration Statements are incorporated by reference to the extent not modified or superseded hereby or by any subsequently filed document which is incorporated by reference herein or therein.
Integrated Device Technology, Inc. (the “Company”) filed with the Commission the following Registration Statements on Form S-8 relating to shares of the Company’s common stock, par value $.001 per share (the “Common Stock”) to be offered and sold under the ESPP, and the contents of such prior Registration Statements are incorporated in this Registration Statement by reference: (1) Registration Statement on Form S-8, filed March 30, 1992 (File No. 033-46831); (2) Registration Statement on Form S-8, filed August 5, 1994 (File No. 033-54937); (3) Registration Statement on Form S-8, filed September 26, 1997 (File No. 333-36601); (4) Registration Statement of Form S-8, filed September 25, 1998 (File No. 333-64279); (5) Registration Statement on Form S-8, filed April 19, 2000 (File No. 333-35124); and (6) Registration Statement on Form S-8, filed November 4, 2002 (File No. 333-100978).
The Company filed with the Commission the following Registration Statements on Form S-8 relating to shares of the Common Stock to be offered and sold under the Stock Plan, and the contents of such prior Registration Statements are incorporated in this Registration Statement by reference: (1) Registration Statement on Form S-8, filed January 29, 1998 (File No. 333-45245); (2) Registration Statement on Form S-8, filed September 25, 1998 (File No. 333-64279); (3) Registration Statement on Form S-8, filed July 28, 2000 (File No. 333-42446); (4) Registration Statement on Form S-8, filed May 25, 2001 (File No. 333-61742); and (5) Registration Statement on Form S-8, filed November 4, 2002 (File No. 333-100978).
Item 3. Incorporation of Documents by Reference
The following documents filed by the Company with the Commission are incorporated herein by reference:
(a) The Company’s Annual Report on Form 10-K for the fiscal year ended March 30, 2003.
(b) The Company’s Quarterly Reports on Form 10-Q for the quarterly periods ended June 29, 2003 and September 28, 2003.
(c) All other reports filed by the Company pursuant to Sections 13(a) and 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), since the fiscal year covered by the annual report referred to in (a) above; and
(d) The description of the Company’s preferred share purchase rights as set forth in the Company’s Registration Statement on Form 8-A filed December 23, 1998.
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Item 8. Exhibits
See Index to Exhibits on Page 5.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the Company 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 Santa Clara, State of California, on January 20, 2004.
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INTEGRATED DEVICE TECHNOLOGY, INC. |
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By: |
/s/ CLYDE R. HOSEIN |
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Clyde R. Hosein, Vice President, Chief Financial Officer (Principal Financial and Accounting Officer) |
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POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENT, that each person whose signature appears below constitutes and appoints Clyde Hosein and James Laufman, and each of them, his true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, for him and in his 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 the same, 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 he might or could do in person, hereby ratifying and confirming all that each of 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, this Registration Statement has been signed by the following persons in the capacities indicated on the dates indicated.
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Signature |
Title |
Date |
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/s/ GREGORY S. LANG |
Chief Executive Officer, President and Director |
January 20, 2004 |
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Gregory S. Lang |
(Principal Executive Officer) |
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/s/ CLYDE R. HOSEIN |
Vice President, Chief Financial Officer |
January 20, 2004 |
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Clyde R. Hosein |
(Principal Financial and Accounting Officer) |
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/s/ FEDERICO FAGGIN |
Chairman of the Board and Director |
January 20, 2004 |
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Federico Faggin |
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/s/ JOHN C. BOLGER |
Director |
January 20, 2004 |
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John C. Bolger |
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/s/ KENNETH KANNAPPAN |
Director |
January 20, 2004 |
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Kenneth Kannappan |
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/s/ JOHN SCHOFIELD |
Director |
January 20, 2004 |
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John Schofield |
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Index to Exhibits
4.1 1984 Employee Stock Purchase Plan, as amended and restated effective September 29, 2003.*
4.2 1997 Stock Option Plan, as amended through March 31, 2003.**
5.1. Opinion of Latham & Watkins LLP.
23.1. Consent of Independent Accountants.
23.2. Consent of Latham & Watkins LLP (included in Exhibit 5.1 hereto).
24.1 Powers of Attorney (included in the signature page hereto).
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* |
Incorporated by reference as Exhibit 10.25 to the Company’s Quarterly Report on Form 10-Q for the period ended September 28, 2003, filed November 6, 2003 (File No. 0-12695). |
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** |
Incorporated by reference as Exhibit 10.23 to the Company’s Quarterly Report on Form 10-Q for the period ended June 30, 2002, filed August 14, 2002 (File No. 0-12695). |