As filed with the Securities and Exchange Commission on January 2, 2015
Registration No. 333-08893
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 2
TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
TRIQUINT SEMICONDUCTOR, INC.
(Exact name of Registrant as specified in its charter)
| | |
| Delaware | | 95-3654013 |
| (State or other jurisdiction of incorporation or organization) | | (I.R.S. Employer Identification No.) |
7628 Thorndike Road, Greensboro, North Carolina 27409-9421
and
2300 N.E. Brookwood Parkway, Hillsboro, Oregon 97124
(Address of principal executive offices, including zip code)
1996 Stock Incentive Program
(Full title of the plan)
Steven J. Buhaly
Vice President and Secretary
TriQuint Semiconductor, Inc.
2300 N.E. Brookwood Parkway
Hillsboro, Oregon 97124
503-615-9000
(Name, address and telephone number, including area code, of agent for service)
Copy to:
Danielle Benderly
Perkins Coie LLP
1120 N.W. Couch Street, Tenth Floor
Portland, Oregon 97209-4128
503-727-2000
EXPLANATORY NOTE
TriQuint Semiconductor, Inc. (“TriQuint”) is filing this Post-Effective Amendment to Form S-8 to withdraw and remove from registration certain securities issuable under the 1996 Stock Incentive Program, which were originally registered on a registration statement on Form S-8 (File No. 333-08893) filed with the Securities and Exchange Commission on July 26, 1996 (the “Registration Statement”).
On January 1, 2015, pursuant to an Agreement and Plan of Merger and Reorganization, dated as of February 22, 2014 and amended as of July 15, 2014 by and among TriQuint, RF Micro Devices, Inc. (“RFMD”) and Qorvo, Inc., a Delaware corporation, f/k/a Rocky Holding, Inc. (“Qorvo”), Trident Merger Sub, a direct subsidiary of Qorvo, merged with and into TriQuint, and Rocky Merger Sub, a direct subsidiary of Qorvo, merged with and into RFMD (the “Mergers”).
As a result of the Mergers, TriQuint terminated all offerings of its securities pursuant to its existing registration statements, including the Registration Statement. In accordance with an undertaking made by TriQuint in the Registration Statement to remove from registration, by means of a post-effective amendment, any of the securities registered under the Registration Statement that remain unsold at the termination of the offerings, TriQuint hereby removes from registration all remaining securities registered under the Registration Statement, if any.
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 the requirements for filing on Form S-8 and has duly caused this Post-Effective Amendment to Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Hillsboro, State of Oregon, on January 2, 2015.
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| TriQuint Semiconductor, Inc. |
|
/s/ Steven J. Buhaly |
| By: | | Steven J. Buhaly |
| | Vice President and Secretary |
