As filed with the Securities and Exchange Commission on May14, 2004
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
INTEGRATED SILICON SOLUTION, INC.
(Exact name of Registrant as specified in its charter)
| | |
| Delaware | | 77-0199971 |
| (State of Incorporation) | | (I.R.S. Employer Identification Number) |
2231 Lawson Lane
Santa Clara, CA 95054
(Address of Principal Executive Offices)
1993 EMPLOYEE STOCK PURCHASE PLAN
(Full title of the plan)
Gary L. Fischer
President, Chief Operating Officer and
Chief Financial Officer
INTEGRATED SILICON SOLUTION, INC.
2231 Lawson Lane
Santa Clara, CA 95054
(Name and address of agent for service)
(408) 969-6600
(Telephone number, including area code, of agent for service)
Copy to:
J. Robert Suffoletta
Wilson Sonsini Goodrich & Rosati
Professional Corporation
650 Page Mill Road
Palo Alto, CA 94304
Telephone: (650) 493-9300
CALCULATION OF REGISTRATION FEE
| | | | | | | | |
Title of Securities to be Registered | | Amount
to be
Registered | | Proposed Maximum
Offering Price
Per Share (1) | | Proposed Maximum
Aggregate Offering
Price | | Amount of
Registration Fee |
|
Common Stock, $0.0001 par value, approved for issuance under the 1993 Employee Stock Purchase Plan | | 600,000 shares | | $12.57 | | $7,542,000 | | $956 |
|
TOTAL: | | 600,000 shares | | $12.57 | | $7,542,000 | | $956 |
| (1) | Estimated in accordance with Rule 457(h) solely for the purpose of calculating the registration fee, based on 85% of $14.79, the average of the high and low price per share of the Registrant’s Common Stock as reported on the Nasdaq National Market on May 10, 2004. The indicated number of shares to be registered represents additional shares issuable under the listed plan that are not covered by previous registration statements. |
STATEMENT UNDER GENERAL INSTRUCTION E – REGISTRATION OF ADDITIONAL SECURITIES
The Registrant filed Registration Statements on Form S-8 (the “Filed Form S-8’s”) with the Securities and Exchange Commission (the “SEC”) on or about March 15, 2002 (SEC File No. 333-84404), March 9, 2001 (SEC File No. 333-56800), April 4, 2000 (SEC File No. 333-33944), April 22, 1998 (SEC File No. 333-50679), April 10, 1996 (SEC File No. 333-3438), and July 31, 1995 (SEC File No. 33-95282). The Filed Form S-8’s were filed in connection with the Registrant’s 1993 Employee Stock Purchase Plan. This Registration Statement registers additional shares of the Registrant’s Common Stock to be issued pursuant to the 1993 Employee Stock Purchase Plan. The contents of the Filed Form S-8’s, including periodic filings updating or amending the contents of the Filed Form S-8’s, are incorporated by reference into this Registration Statement pursuant to General Instruction E of Form S-8.
INTEGRATED SILICON SOLUTION, INC.
REGISTRATION STATEMENT ON FORM S-8
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
| | |
Exhibit Number
| | Description
|
| |
| 4.1 | | 1993 Employee Stock Purchase Plan, as amended |
| |
| 5.1 | | Opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation |
| |
| 23.1 | | Consent of Ernst & Young LLP, Independent Auditors |
| |
| 23.2 | | Consent of Counsel (contained in Exhibit 5.1) |
| |
| 24.1 | | Power of Attorney (contained on page II-2) |
II-1
SIGNATURES
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 Santa Clara, State of California, on May14, 2004.
| | |
| INTEGRATED SILICON SOLUTION, INC. |
| |
| By: | | /s/ Jimmy S.M. Lee |
| | |
|
| | | Jimmy S.M. Lee, Chief Executive Officer |
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Jimmy S.M. Lee and Gary L. Fischer, jointly and severally, his or her attorneys-in-fact, each with the power of substitution, for him or her in any and all capacities, to sign any amendments to this Registration Statement on Form S-8 and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact, or his substitution or substitutes, may do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on the dates indicated below by the following persons in the capacities indicated.
| | | | |
Signature
| | Title
| | Date
|
| | |
/s/ Jimmy S.M. Lee
Jimmy S.M. Lee | | Director and Chief Executive Officer (Principal Executive Officer) | | May 14, 2004 |
| | |
/s/ Gary L. Fischer
Gary L. Fischer | | Director, President, Chief Operating Officer and Chief Financial Officer (Principal Financial and Principal Accounting Officer) | | May 14, 2004 |
| | |
/s/ Lip-Bu Tan
Lip-Bu Tan | | Director | | May 14, 2004 |
| | |
/s/ Hide L. Tanigami
Hide L. Tanigami | | Director | | May 14, 2004 |
| | |
/s/ Chun W. Wong
Chun W. Wong | | Director | | May 14, 2004 |
| | |
/s/ Bruce A. Wooley
Bruce A. Wooley | | Director | | May 14, 2004 |
II-2
INDEX TO EXHIBITS
| | |
Exhibit Number
| | Description
|
| |
| 4.1 | | 1993 Employee Stock Purchase Plan, as amended |
| |
| 5.1 | | Opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation |
| |
| 23.1 | | Consent of Ernst & Young LLP, Independent Auditors |
| |
| 23.2 | | Consent of Counsel (contained in Exhibit 5.1) |
| |
| 24.1 | | Power of Attorney (contained on page II-2) |
II-3
