1 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 1, 1996 REGISTRATION NO. 333- ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 --------------- FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 INTEGRATED SYSTEMS, INC. (Exact name of Registrant as specified in its charter) CALIFORNIA 94-2658153 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification no.) --------------- 201 MOFFETT PARK DRIVE SUNNYVALE, CALIFORNIA 94089 (408) 542-1500 (Address, including zip code, and telephone number, including area code, of Registrant's principal executive offices) --------------- NARENDRA K. GUPTA, CHAIRMAN OF THE BOARD INTEGRATED SYSTEMS, INC. 201 MOFFETT PARK DRIVE SUNNYVALE, CALIFORNIA 94089 (408) 542-1500 (Name, address, including zip code, and telephone number, including area code, of agent for service) --------------- Copies to: LAIRD H. SIMONS III, ESQ. WILLIAM D. SHERMAN, ESQ. FRED M. GREGURAS, ESQ. JOHN W. CAMPBELL III, ESQ. KATHERINE T. TALLMAN, ESQ. CORI M. ALLEN, ESQ. MONA CHANDRA, ESQ. MORRISON & FOERSTER LLP FENWICK & WEST LLP 755 PAGE MILL ROAD TWO PALO ALTO SQUARE PALO ALTO, CALIFORNIA 94304 PALO ALTO, CALIFORNIA 94306 (415) 813-5600 (415) 494-0600 --------------- APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as practicable after the effective date of this Registration Statement. --------------- If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. / / If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. / / If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. /X/ 333-02449 If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. / / If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. / / CALCULATION OF REGISTRATION FEE - ---------------------------------------------------------------------------------------------------------------------------------- TITLE OF EACH CLASS OF SECURITIES AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING AMOUNT OF TO BE REGISTERED REGISTERED(1) SHARE PRICE REGISTRATION FEE - ---------------------------------------------------------------------------------------------------------------------------------- Common Stock, no par value 115,000 shs. $28.00 $3,220,000 $1,110.34 - ---------------------------------------------------------------------------------------------------------------------------------- (1) Includes 15,000 shares that the Underwriters have the option to purchase to cover over-allotments, if any. --------------- THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a), MAY DETERMINE. ================================================================================ 2 In accordance with General Instruction IV to Form S-3 and Rule 462(b) promulgated under the Securities Act of 1933, this Registration Statement incorporated by reference the contents of Registration Statement No. 333-02449 filed with the Securities and Exchange Commission on April 12, 1996. EXHIBITS. The following exhibits are filed herewith: EXHIBIT NUMBER EXHIBIT TITLE ------ ------------- 5.01 - Opinion of Fenwick & West LLP regarding legality of the securities being issued. 23.01 - Consent of Fenwick & West LLP (included in Exhibit 5.01). 23.02 - Consent of Coopers & Lybrand L.L.P., Independent Accountants. 24.1 - Power of Attorney (incorporated by reference from page II-4 of the Registration Statement on Form S-3 (File No. 333-02449)). II-1 3 SIGNATURES In accordance with the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and authorized this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Sunnyvale, State of California, on April 30, 1996. INTEGRATED SYSTEMS, INC. By: /s/ Steven Sipowicz --------------------------------- Steven Sipowicz Vice President, Finance and Chief Financial Officer POWER OF ATTORNEY Pursuant to the requirements of the Securities Act, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated. NAME TITLE DATE PRINCIPAL EXECUTIVE OFFICER: /s/ David P. St. Charles* President, Chief Executive Officer April 30, 1996 - --------------------------- and Director David P. St. Charles PRINCIPAL FINANCIAL AND ACCOUNTING OFFICER: /s/ Steven Sipowicz Vice President, Finance and April 30, 1996 - --------------------------- Chief Financial Officer Steven Sipowicz ADDITIONAL DIRECTORS: /s/ Narendra K. Gupta* Chairman of the Board and Secretary April 30, 1996 - --------------------------- Narendra K. Gupta /s/ John C. Bolger* Director April 30, 1996 - --------------------------- John C. Bolger /s/ Vinita Gupta* Director April 30, 1996 - --------------------------- Vinita Gupta /s/ Thomas Kailath* Director April 30, 1996 - --------------------------- Thomas Kailath /s/ Richard C. Murphy* Director April 30, 1996 - --------------------------- Richard C. Murphy *By: /s/ Steven Sipowicz ----------------------- Steven Sipowicz Attorney-in-fact II-2 4 EXHIBIT INDEX EXHIBIT NUMBER EXHIBIT TITLE ------ ------------- 5.01 - Opinion of Fenwick & West LLP regarding legality of the securities being issued. 23.01 - Consent of Fenwick & West LLP (included in Exhibit 5.01). 23.02 - Consent of Coopers & Lybrand L.L.P., Independent Accountants. 24.1 - Power of Attorney (incorporated by reference from page II-4 of the Registration Statement on Form S-3 (File No. 333-02449)).