As filed with the Securities and Exchange Commission on February 27, 2017
RegistrationNo. 333-198318
RegistrationNo. 333-187618
RegistrationNo. 333-183065
RegistrationNo. 333-174249
RegistrationNo. 333-166391
RegistrationNo. 333-163448
RegistrationNo. 333-161906
RegistrationNo. 333-151374
RegistrationNo. 333-117890
RegistrationNo. 333-88208
RegistrationNo. 333-65804
RegistrationNo. 333-50722
RegistrationNo. 333-50718
RegistrationNo. 333-31094
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORMS-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Post-Effective Amendment No. 1 to FormS-8 Registration StatementNo. 333-198318
Post-Effective Amendment No. 1 to FormS-8 Registration StatementNo. 333-187618
Post-Effective Amendment No. 1 to FormS-8 Registration StatementNo. 333-183065
Post-Effective Amendment No. 1 to FormS-8 Registration StatementNo. 333-174249
Post-Effective Amendment No. 1 to FormS-8 Registration StatementNo. 333-166391
Post-Effective Amendment No. 1 to FormS-8 Registration StatementNo. 333-163448
Post-Effective Amendment No. 1 to FormS-8 Registration StatementNo. 333-161906
Post-Effective Amendment No. 1 to FormS-8 Registration StatementNo. 333-151374
Post-Effective Amendment No. 1 to FormS-8 Registration StatementNo. 333-117890
Post-Effective Amendment No. 1 to FormS-8 Registration StatementNo. 333-88208
Post-Effective Amendment No. 1 to FormS-8 Registration StatementNo. 333-65804
Post-Effective Amendment No. 1 to FormS-8 Registration StatementNo. 333-50722
Post-Effective Amendment No. 1 to FormS-8 Registration StatementNo. 333-50718
Post-Effective Amendment No. 2 to FormS-8 Registration StatementNo. 333-31094
INTERSIL CORPORATION
(Exact name of registrant as specified in its charter)
| Delaware | 59-3590018 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
1001 Murphy Ranch Road, Milpitas, California 95035
(Address of Principal Executive Offices, including zip code)
Intersil Corporation Amended and Restated 2008 Equity Compensation Plan
Intersil Corporation Employee Stock Purchase Plan (As Amended)
DSU Inducement Award Agreement by and between Intersil Corporation and the Executive Named Therein
Techwell, Inc. 2006 Stock Incentive Plan
The Intersil Corporation 2008 Equity Compensation Plan (as amended and restated from time to time)
The Intersil Corporation Employee Stock Purchase Plan
Intersil Corporation 2008 Equity Compensation Plan
Xicor, Inc. 1998 Employee Stock Purchase Plan
Xicor, Inc. 1990 Incentive andNon-incentive Stock Option Plan
Xicor, Inc. 1998 Nonstatutory Stock Option Plan
Xicor, Inc. 2002 Stock Option Plan
Xicor, Inc. 2000 Director Option Plan
Xicor, Inc. 1995 Director Option Plan
Elantec Semiconductor, Inc. 1983 Stock Option Plan
Elantec Semiconductor, Inc. 1994 Equity Incentive Plan
Elantec Semiconductor, Inc. 1995 Employee Stock Purchase Plan
Elantec Semiconductor, Inc. 1995 Equity Incentive Plan
Elantec Semiconductor, Inc. 2001 Equity Incentive Plan
Intersil Corporation 1999 Equity Compensation Plan
Employee Stock Option Plan of No Wires Needed B.V.
Sicom, Inc. 1985 Incentive Stock Option Plan
Sicom, Inc. 1996 Equity Incentive Plan
Option issued to Robert W. Putnam
Intersil Holding Corporation Employee Stock Purchase Plan
Intersil Holding Corporation 1999 Equity Compensation Plan
(Full title of the plan)
Andrew S. Hughes
Vice President, General Counsel & Corporate Secretary
Intersil Corporation
1001 Murphy Ranch Road
Milpitas, California 95035
(Names and address of agent for service)
(408)432-8888
(Telephone number, including area code, of agent for service)
Copy to:
Daniel Mitz
Jones Day
1755 Embarcadero Road
Palo Alto, CA 94303
(650)739-3939
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, anon-accelerated filer, or a smaller reporting company.
| Large accelerated filer | ☒ | Accelerated filer | ☐ | |||
| Non-accelerated filer | ☐ (Do not check if a smaller reporting company) | Smaller reporting company | ☐ | |||
DEREGISTRATION OF SECURITIES
This Post-Effective Amendment relates to the following Registration Statements of Intersil Corporation, a Delaware Corporation (the “Company”), on FormS-8 (collectively, the “Registration Statements”) filed by the Company with the Securities and Exchange Commission:
| • | Registration StatementNo. 333-198318, registering 12,000,000 shares of the Company’s Class A common stock, $0.01 par value (“Common Stock”), for issuance under the Intersil Corporation Amended and Restated 2008 Equity Compensation Plan (the “2008 Plan”), and registering 2,500,000 shares of Common Stock for issuance under the Intersil Corporation Employee Stock Purchase Plan (As Amended) (the “ESPP”); |
| • | Registration StatementNo. 333-187618, registering 433,000 shares of Common Stock for issuance under the DSU Inducement Award Agreement by and between the Company and the Executive Named Therein; |
| • | Registration StatementNo. 333-183065, registering 5,500,000 shares of Common Stock for issuance under the 2008 Plan, and registering 2,000,000 shares of Common Stock for issuance under the ESPP; |
| • | Registration StatementNo. 333-174249, registering 7,500,000 shares of Common Stock for issuance under the 2008 Plan; |
| • | Registration StatementNo. 333-166391, registering 223,850 shares of Common Stock for issuance under the Techwell, Inc. 2006 Stock Incentive Plan, and registering 3,828,466 shares of Common Stock for issuance under the 2008 Plan; |
| • | Registration StatementNo. 333-163448, registering 7,011,627 shares of Common Stock for issuance under the 2008 Plan; |
| • | Registration StatementNo. 333-161906, registering 2,000,000 shares of Common Stock for issuance under the ESPP; |
| • | Registration StatementNo. 333-151374, registering 12,300,000 shares of Common Stock for issuance under the 2008 Plan, and registering 875,364 shares of Common Stock for issuance under the ESPP; |
| • | Registration StatementNo. 333-117890, registering 296,049 shares of Common Stock for issuance under the Xicor, Inc. 1998 Employee Stock Purchase Plan, registering 945,775 shares of Common Stock for issuance under the Xicor, Inc. 1990 Incentive andNon-incentive Stock Option Plan, registering 3,634,901 shares of Common Stock under the Xicor, Inc. 1998 Nonstatutory Stock Option Plan, registering 1,482,666 shares of Common Stock for issuance under the Xicor, Inc. 2002 Stock Option Plan, registering 209,691 shares of Common Stock for issuance under the Xicor, Inc. 2000 Director Option Plan, and registering 9,660 shares of Common Stock for issuance under the Xicor, Inc. 1995 Director Option Plan; |
| • | Registration StatementNo. 333-88208, registering 25,426 shares of Common Stock for issuance under the Elantec Semiconductor, Inc. 1983 Stock Option Plan, registering 143,289 shares of Common Stock for issuance under the Elantec Semiconductor, Inc. 1994 Equity Incentive Plan, registering 28,587 shares of Common Stock under the Elantec Semiconductor, Inc. 1995 Employee Stock Purchase Plan, registering 7,216,294 shares of Common Stock for issuance under the Elantec Semiconductor, Inc. 1995 Equity Incentive Plan, and registering 1,668,275 shares of Common Stock for issuance under the Elantec Semiconductor, Inc. 2001 Equity Incentive Plan; |
| • | Registration StatementNo. 333-65804, registering 10,000,000 shares of Common Stock for issuance under the Intersil Corporation 1999 Equity Compensation Plan; |
| • | Registration StatementNo. 333-50722, registering 400,000 shares of Common Stock for issuance under the Employee Stock Option Plan of No Wires Needed B.V.; |
| • | Registration StatementNo. 333-50718, registering 12,000 shares of Common Stock for issuance under the Sicom, Inc. 1985 Incentive Stock Option Plan, registering 455,000 shares of Common Stock for issuance under the Sicom, Inc. 1996 Equity Incentive Plan, and registering 133,000 shares of Common Stock for issuance under the Option Issued to Robert W. Putnam; and |
| • | Registration StatementNo. 333-31094, registering 7,500,000 shares of Common Stock for issuance under the Intersil Holding Corporation 1999 Equity Compensation Plan, and registering 1,333,334 shares of Common Stock for issuance under the Intersil Holding Corporation Employee Stock Purchase Plan. |
On February 24, 2017, pursuant to an Agreement and Plan of Merger, dated as of September 12, 2016, by and among Renesas Electronics Corporation (“Renesas”), Chapter One Company (“Merger Sub”), a direct wholly-owned subsidiary of Renesas, and the Company, Merger Sub merged with and into the Company, with the Company surviving as a direct wholly-owned subsidiary of Renesas (the “Merger”).
As a result of the Merger, the Company has terminated all offerings of the Company’s securities pursuant to its existing registration statements under the Securities Act of 1933, including the Registration Statements. In accordance with undertakings made by the Company in the Registration Statements to remove from registration, by means of a post-effective amendment, any of the securities that had been registered for issuance that remain unsold at the termination of the offering, the Company hereby removes from registration all of such securities of the Company registered but unsold under the Registration Statements, if any.
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 FormS-8 and has duly caused this Post-Effective Amendment to the Registration Statements to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Milpitas, State of California, on February 27, 2017.
| INTERSIL CORPORATION. | ||
| By: | /s/ Andrew Hughes | |
Andrew Hughes Vice President, General Counsel and Secretary | ||
Note: No other person is required to sign this Post-Effective Amendment to the Registration Statements in reliance on Rule 478 of the Securities Act of 1933, as amended.