As filed with the Securities and Exchange Commission on August 17, 2012
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
ON SEMICONDUCTOR CORPORATION
(Exact name of registrant as specified in its charter)
| | |
| Delaware | | 36-3840979 |
(State or other jurisdiction of incorporation or organization) | | (I.R.S. Employer Identification No.) |
5005 E. McDowell Road
Phoenix, Arizona 85008
(Address of Principal Executive Offices) (Zip Code)
ON SEMICONDUCTOR CORPORATION AMENDED AND RESTATED STOCK
INCENTIVE PLAN
(Full title of the plan)
George H. Cave, Esq.
ON SEMICONDUCTOR CORPORATION
5005 E. McDowell Road
Phoenix, Arizona 85008
(602) 244-5226
(Name, address, 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, 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 | | x | | Accelerated filer | | ¨ |
| | | |
| Non-accelerated filer | | ¨ (Do not check if a smaller reporting company) | | Smaller reporting company | | ¨ |
CALCULATION OF REGISTRATION FEE
| | | | | | | | |
|
Title of securities to be registered | | Amount to be registered(1) | | Proposed maximum offering price per share(2) | | Proposed maximum aggregate offering
price | | Amount of registration fee |
Common Stock | | 33,000,000 shares | | $6.775 | | $223,575,000 | | $25,622 |
|
|
| (1) | Together with an indeterminate number of shares that may be necessary to adjust the number of shares reserved for issuance pursuant to the ON Semiconductor Corporation Amended and Restated Stock Incentive Plan as the result of a stock split, stock dividend or similar adjustment of the outstanding common stock of ON Semiconductor Corporation. |
| (2) | Estimated solely for the purposes of calculating the amount of the registration fee pursuant to Rules 457(c) and 457(h) under the Securities Act of 1933, as amended, on the basis of the average of the high and low prices of the registrant’s common stock as reported on the NASDAQ Stock Market LLC (NASDAQ Global Select Market) on August 15, 2012. |
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
The sole purpose of this Registration Statement on Form S-8 is to register an additional 33,000,000 shares of ON Semiconductor Corporation (the “Company”) common stock, par value $0.01, reserved for issuance under the ON Semiconductor Corporation Amended and Restated Stock Incentive Plan, as amended (the “Plan”). This increase was approved by the Company’s Board of Directors on March 21, 2012 and the Company’s shareholders on May 15, 2012. Pursuant to General Instruction E to Form S-8, the contents of the Company’s Registration Statement on Form S-8 filed with the Securities and Exchange Commission (“SEC”) on May 19, 2010 (File No. 333-166958) is hereby incorporated by reference in this Registration Statement.
Item 3. Incorporation of Documents by Reference.
The following documents have been filed by the Company with the SEC pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and are incorporated herein by reference, excluding in each case, information deemed furnished and not filed:
| | 1. | The Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2011. |
| | 2. | The Company’s Quarterly Report on Form 10-Q for the fiscal quarters ended March 30, 2012 and June 29, 2012. |
| | 3. | The Company’s Current Reports on Form 8-K filed January 26, 2012, February 17, 2012, March 12, 2012, March 22, 2012, April 18, 2012, May 17, 2012 and August 2, 2012. |
| | 4. | The description of the Company’s common stock included in its registration statement on Form 8-A12G, filed April 21, 2000, and any amendment or report that it has filed (or will file after the date of this registration statement and prior to the termination of this offering) for the purpose of updating such description, including its Current Report on Form 8-K filed with the SEC on May 21, 2009. |
All documents subsequently filed by the Company 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 this registration statement which indicates that all securities offered have been sold or which deregisters all securities 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 filing of such documents, excluding, in each case, information deemed furnished and not filed. Any statement contained in this registration statement or in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this registration statement to the extent that a statement contained herein or in any subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this registration statement.
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Item 8. Exhibits.
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Exhibit No. | | Description |
| |
| 5.1 | | Opinion of Snell & Wilmer L.L.P. |
| |
| 23.1 | | Consent of PricewaterhouseCoopers LLP |
| |
| 23.2 | | Consent of Snell & Wilmer L.L.P. (included in the opinion filed as Exhibit 5.1) |
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| 24.1 | | Powers of Attorney (contained within the signature page hereto) |
In addition to those Exhibits shown above, the Company hereby incorporates the following Exhibits pursuant to Rule 411 of Regulation C promulgated under the Securities Act of 1933, as amended, by reference to the filings set forth below:
| | | | | | | | | | | | |
Exhibit No. | | Description | | Previously Filed as Exhibit | | File No. | | | Date
Filed | |
| | | | |
| 4.2 | | Amended and Restated Certificate of Incorporation of ON Semiconductor Corporation, as further amended through March 26, 2008 | | Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 28, 2008 | | | 000-30419 | | | | 5/7/08 | |
| | | | |
| 4.3 | | Amended and Restated Bylaws of ON Semiconductor Corporation | | Exhibit 3.2 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2011 | | | 000-30419 | | | | 2/22/12 | |
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| 4.4 | | Specimen of share certificate of Common Stock, $.01 par value, ON Semiconductor Corporation | | Exhibit 4.1 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2003 | | | 000-30419 | | | | 3/10/04 | |
| | | | |
| 4.5 | | ON Semiconductor Corporation Amended and Restated Stock Incentive Plan | | Exhibit 4.1 to the Company’s Registration Statement on Form S-8 | | | 333-166958 | | | | 5/19/10 | |
| | | | |
| 4.6 | | First Amendment to the ON Semiconductor Corporation Amended and Restated Stock Incentive Plan | | Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 29, 2012 | | | 000-30419 | | | | 8/3/12 | |
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SIGNATURES
THE REGISTRANT. 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 this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Phoenix, State of Arizona, on August 17, 2012.
| | |
| ON SEMICONDUCTOR CORPORATION |
| |
| By: | | /s/ Keith D. Jackson |
| | Keith D. Jackson |
| | President and Chief Executive Officer |
POWER OF ATTORNEY
The officers and directors of ON Semiconductor Corporation, whose signatures appear below, hereby constitute and appoint Keith D. Jackson, Donald A. Colvin and George H. Cave, and each of them, their true and lawful attorneys and agents, with full power of substitution, each with power to act alone, to sign and execute on behalf of the undersigned any amendment or amendments to this registration statement on Form S-8, and each of the undersigned does hereby ratify and confirm all that each of said attorney and agent, or their or his substitutes, shall 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 dates indicated.
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SIGNATURE | | TITLE | | DATE |
| | |
/s/ Keith D. Jackson | | President, Chief Executive | | August 17, 2012 |
| (Keith D. Jackson) | | Officer and Director (Principal Executive Officer) | | |
| | |
/s/ Donald A. Colvin | | Executive Vice President and | | August 17, 2012 |
| (Donald A. Colvin) | | Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) | | |
II-1
| | | | |
| | |
/s/ J. Daniel McCranie | | Chairman of the Board of Directors | | August 17, 2012 |
| (J. Daniel McCranie) | | | | |
| | |
/s/ Atsushi Abe | | Director | | August 17, 2012 |
| (Atsushi Abe) | | | | |
| | |
/s/ Curtis J. Crawford | | Director | | August 17, 2012 |
| (Curtis J. Crawford) | | | | |
| | |
/s/ Bernard L. Han | | Director | | August 17, 2012 |
| (Bernard L. Han) | | | | |
| | |
/s/ Emmanuel T. Hernandez | | Director | | August 17, 2012 |
| (Emmanuel T. Hernandez) | | | | |
| | |
/s/ Phillip D. Hester | | Director | | August 17, 2012 |
| (Phillip D. Hester) | | | | |
| | |
/s/ Daryl A. Ostrander | | Director | | August 17, 2012 |
| (Daryl A. Ostrander) | | | | |
| | |
/s/ Teresa M. Ressel | | Director | | August 17, 2012 |
| (Teresa M. Ressel) | | | | |
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INDEX TO EXHIBITS
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Exhibit No. | | Description |
| |
| 5.1 | | Opinion of Snell & Wilmer L.L.P. |
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| 23.1 | | Consent of PricewaterhouseCoopers LLP |
| |
| 23.2 | | Consent of Snell & Wilmer L.L.P. (included in the opinion filed as Exhibit 5.1) |
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| 24.1 | | Powers of Attorney (contained within the signature page hereto) |
