As filed with the Securities and Exchange Commission on September 1, 1995
Registration No. 33-_____
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
SUPERTEX, INC.
(Exact name of registrant as specified in its charter)
CALIFORNIA 94-2328535
(State of incorporation)(IRS Employer Identification No.)
1225 Bordeaux Drive
Sunnyvale, California 94088-3607
(Address of principal executive offices)
1991 Stock Option Plan
(Full Title of the Plan)
HENRY C. PAO
President
SUPERTEX, INC.
1225 Bordeaux Drive
Sunnyvale, California 94088-3607
(Name and address of agent for service)
(408) 744-0100
(Telephone number, including area code, of agent for service)
Copies to:
THOMAS C. DEFILIPPS, ESQ.
WILSON, SONSINI, GOODRICH & ROSATI
Professional Corporation
650 Page Mill Road
Palo Alto, California 94304-1050
CALCULATION OF REGISTRATION FEE
Proposed
Proposed Maximum Maximum
Title of Securities to be Amount to be Offering Price Aggregate Amount of
Registered Registered Per Share Offering Price Registration Fee
_________________________ ____________ ________________ ______________
____________
Common Stock
- - 1991 Stock Option Plan
Shares Subject to
Outstanding Options 8,285 $ 8.94<F1> $ 74,067.90 $ 25.54
Shares Available for
Future Option Grant 991,715 $11.375<F2> $ 11,280,758.12 $ 3,889.94
TOTAL 1,000,000 $ 3,915.48
========= ===========
<FN>
<F1>
Actual weighted average exercise price.
<F2>
Estimated solely for the purpose of calculating the amount of registration fee
on the basis of the average of the high and low price reported in the Nasdaq
National Market System on August 29, 1995.
</FN>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Information Incorporated by Reference.
There are hereby incorporated by reference in this registration statement
the following documents and information heretofore filed with the Securities
and Exchange Commission:
1. The Company's Quarterly Report on Form 10-Q for the fiscal
quarter ended June 30, 1995, filed pursuant to Section 13 of the Securities
Exchange Act of 1934 (the "Exchange Act").
2. The Company's Annual Report on Form 10-K for the fiscal year
ended March 31, 1995, filed pursuant to Section 13 of the Exchange Act.
3. The Registration Statement on Form S-8, filed on November 1,
1991, pursuant to Section 5 of the Securities Act of 1933, as amended.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Exchange Act, after the date of this registration statement and
prior to the filing of a post-effective amendment 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 regis-
tration statement and to be part hereof from the date of filing such documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Section 317 of the California Corporations Code authorizes a court to
award, or a corporation's Board of Directors to grant, indemnity to directors
and officers in terms sufficiently broad to permit such indemnification under
certain circumstances for liabilities (including reimbursement for expenses
incurred) arising under the Securities Act. The Company's Articles of
Incorporation, as amended, limit the liability of the Company's directors for
monetary damages arising from breach of their fiduciary duty, except to the
extent otherwise required by the California Corporations Code. Article VI of
the Company's Bylaws provides for indemnification of the Company's directors,
officers, employees, and other agents to the maximum extent permitted by the
California Corporations Code.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Exhibit
Number
3.4 Bylaws, as restated
4.1 1991 Stock Option Plan, as amended and Form of
Stock Option Agreement
5.1 Opinion of Wilson, Sonsini, Goodrich & Rosati, P.C.
23.1 Consent of Coopers & Lybrand, L.L.P.,
Independent Auditors
23.2 Consent of Wilson, Sonsini, Goodrich & Rosati,
P.C. (contained in Exhibit 5.1)
24.1 Power of Attorney (See Page 6)
Item 9. Undertakings.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by
Section 10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the Registration Statement (or
the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental change
in the information set forth in the Registration Statement;
(iii) To include any material information with
respect to the plan of distribution not previously disclosed in the
Registration Statement or any material change to such
information in the Registration Statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in the periodic reports filed by the registrant pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under
the Securities Act, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold
at the termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.
SIGNATURES
The Company
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 Sunnyvale, State of California,
on August 30, 1995.
SUPERTEX, INC.
By: Henry C. Pao
Henry C. Pao, President
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person
whose signature appears below constitutes and appoints Henry C. Pao his
attorney-in-fact, with the power of substitution, for him 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 said attorney-in-fact, or his substitute, 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 by the following persons in the
capacities and on the dates indicated.
SIGNATURE TITLE DATE
Henry C. Pao President, Chief Executive Officer
(Henry C. Pao) (Principal)Executive Officer), Chief August 30, 1995
Financial Officer(Principal Financial
Officer) and Director
Jerry Chan Controller (Principal Accounting Officer) August 30, 1995
(Jerry Chan)
Benedict C. K. Choy Senior Vice President, Secretary
(Benedict C. K. Choy) and Director August 30, 1995
Richard Siegel Executive Vice President, and Director August 30, 1995
(Richard Siegel)
Frank Pao Director August 30, 1995
(Frank Pao)
Yunni Pao Director August 30, 1995
(Yunni Pao)
CONSENT OF COUNSEL
The consent of Wilson, Sonsini, Goodrich & Rosati, Professional
Corporation, is contained in its opinion filed as Exhibit 5.1 to the
Registration
Statement.
INDEX TO EXHIBITS
Exhibit Number Description Sequentially
Numbered Page
3.4 Bylaws, as restated
4.1 1991 Stock Option Plan and Form of Stock
Option Agreement
5.1 Opinion of Wilson, Sonsini, Goodrich &
Rosati, P.C.
23.1 Consent of Coopers & Lybrand, L.L.P.,
Independent Auditors
23.2 Consent of Wilson, Sonsini, Goodrich & Contained in
Rosati, P.C. Exhibit 5.1
24.1 Power of Attorney Page 6 of
Registration
Statement
[FN]
____________________
* Incorporated by reference from exhibits to the Company's Annual Report
on Form 10-K filed on May 22, 1995.