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As filed with the Securities and Exchange Commission on July 12, 1996
Registration No. 33-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
INFORMATION STORAGE DEVICES, INC.
(Exact name of registrant as specified in its charter)
CALIFORNIA 77-0197173
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
2045 HAMILTON AVENUE
SAN JOSE, CALIFORNIA 95125
(Address of principal executive offices, including zip code)
1994 EQUITY INCENTIVE PLAN
(Full title of the plan)
FELIX J. ROSENGARTEN
VICE PRESIDENT, FINANCE AND ADMINISTRATION AND CHIEF FINANCIAL OFFICER
2045 HAMILTON AVENUE
SAN JOSE, CALIFORNIA 95125
(408) 369-2400
(Name, address and telephone number, including area code, of agent for service)
COPIES TO:
Robert B. Dellenbach, Esq.
Fenwick & West
Two Palo Alto Square
Palo Alto, California 94306
CALCULATION OF REGISTRATION FEE
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Amount Proposed Maximum Proposed Maximum
Title of Securities to be to be Offering Price Per Aggregate Offering Amount of
Registered Registered Share Price Registration Fee
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Common Stock, no par
value ................... 1,000,000 (1) $ 8.50 (2) $ 8,500,000 (2) $ 2,931.03
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(1) Additional shares available for grant and not subject to
outstanding options as of June 27, 1996 under the Registrant's
1994 Equity Incentive Plan.
(2) Estimated as of June 27, 1996 pursuant to Rule 457(c) solely for
the purpose of calculating the amount of the registration fee.
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STATEMENT PURSUANT TO GENERAL INSTRUCTION E
Pursuant to General Instruction E, the contents of the Registrant's
Form S-8 Registration Statement No. 33-90824 filed on March 31, 1995 are hereby
incorporated by reference.
ITEM 8. EXHIBITS.
4.01 Registrant's 1994 Equity Incentive Plan, as amended, and
related documents.
5.01 Opinion of Fenwick & West.
23.01 Consent of Fenwick & West (included in Exhibit 5.01).
23.02 Consent of Arthur Andersen LLP, Independent Public
Accountants
24.01 Power of Attorney (see page 3).
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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 San Jose, State of California, on the 27th day of
June, 1996.
INFORMATION STORAGE DEVICES, INC.
By: /s/ Felix J. Rosengarten
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Felix J. Rosengarten
Vice President, Finance and Administration
and Chief Financial Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that each individual whose signature
appears below constitutes and appoints David L. Angle and Felix J. Rosengarten,
and each of them, his true and lawful attorneys-in-fact and agents with full
power of substitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective amendments)
to this Registration Statement on Form S-8, and to file the same with all
exhibits thereto and all documents in connection therewith, with the Securities
and Exchange Commission, granting unto said attorneys-in-fact and agents, and
each of them, full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the premises, as fully to
all intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or any of them, or his or
their substitute or substitutes, may lawfully 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 date indicated.
Signature Title Date
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PRINCIPAL EXECUTIVE OFFICER:
/s/ David L. Angel President, Chief Executive June 27, 1996
- ---------------------------- Officer and a Director
David L. Angel
PRINCIPAL FINANCIAL OFFICER
AND ACCOUNTING OFFICER:
/s/ Felix J. Rosengarten Vice President, Finance and June 27, 1996
- ---------------------------- Administration and
Felix J. Rosengarten Chief Financial Officer
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ADDITIONAL DIRECTORS:
/s/ Frederick B. Bamber Director June 27, 1996
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Frederick B. Bamber
/s/ Eugene J. Flath Director June 27, 1996
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Eugene J. Flath
/s/ Frederick L. Zieber Director June 27, 1996
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Frederick L. Zieber
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EXHIBIT INDEX
Exhibit No. Description Page
4.01 Registrant's 1994 Equity Incentive Plan, as amended,
and related documents. __
5.01 Opinion of Fenwick & West __
23.01 Consent of Fenwick & West (included in Exhibit 5.01). __
23.02 Consent of Arthur Andersen LLP, Independent Public
Accountants __
24.01 Power of Attorney (see page 3). __
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